Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing BaseTermination Date, nor any Equity Interest in (b) any Subsidiary Guarantor that owns a Property included in qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) Administrative Agent promptly following the representations and warranties made request therefor by the Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction; provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as becomes an Excluded Subsidiary of the date type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release with and the same force and effect consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if made on and as such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such date except Person attributable to the extent that Borrower’s equity interest therein as estimated by the Borrower in good faith and such representations and warranties expressly relate solely Investment is permitted pursuant to an earlier date Section 6.06 (in which case other than Section 6.06(f)) at such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitytime. In connection with any such release, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall, subject to receipt of an officer’s certificate from the Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall have received such written reasonably request at least ten (10) Business Days (to evidence termination or such shorter period as may release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be acceptable without recourse to or warranty by 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with (x) a The Note Guarantee of any Restricted Subsidiary Guarantor no longer being a Material Subsidiary or (y) will be automatically and unconditionally released and discharged upon any of the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: following: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation Subsidiary Guarantor only, any sale, exchange or warranty qualified transfer by materialitythe Company or any Restricted Subsidiary, in which case such representation or warranty shall be true and correct in all respects) on and as to any Person that is not an Affiliate of the date Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such release Subsidiary Guarantor, which sale, exchange or transfer is made in accordance with the same force and effect as terms of this Indenture; provided that if made on and as of the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such date except Restricted Subsidiary must deliver to the extent Trustee a written agreement that it will make such representations investment or expenditure within the time frame set forth in Section 4.10; (ii) the occurrence of the Fall-Away Event, but only if such Subsidiary Guarantor or Affiliate Guarantor, as the case may be, (x) is released from all of its guarantees of the Company’s obligations (other than as a result of payment under any such guarantee) and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except y) is not otherwise, in the case of a representation or warranty qualified by materialitySubsidiary Guarantor, an obligor under the Credit Agreement or, in which the case of an Affiliate Guarantor, a guarantor under the Credit Agreement; (iii) in the case of a Subsidiary Guarantor only, the designation of such representation or warranty shall be true and correct Subsidiary Guarantor as an Unrestricted Subsidiary in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and accordance with the provisions of this Indenture; (iv) in the Administrative Agent shall have received such written request case of an Affiliate Guarantor (other than Mosaic) only, any sale, exchange or transfer by Mosaic or any Subsidiary of Mosaic, to any Person that is not an Affiliate of Mosaic of at least ten 80% of the Capital Stock of, or all or substantially all the assets of, such Affiliate Guarantor; or (10v) Business Days in the case of Affiliate Guarantors, in connection with a Change of Control (or such shorter period as may be acceptable to of 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 type set forth in the preceding sentence clause (both as 1), (3) or (4) of the date definition thereof), on the Change of Control Payment Date, provided that such Change of Control and the giving related Change of Control Offer are conducted in compliance with this Indenture; and in each such case, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from its obligations under its Note Guarantee endorsed on the Subsidiary Guaranty in accordance with Notes and under this Section 4.6Article Ten.”

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred (a Property included in the most-recent calculation “Transferred Guarantor”) to a person or persons, none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then be in existence or would occur as a result any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such release; sale or transfer, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Company shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligation (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Business Days hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such shorter period as may be acceptable for which a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable L/C Issuer has been put in place), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request guarantees made herein 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 terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing BaseEquity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, nor any Equity Interest in any Subsidiary Guarantor none of which is a Loan Party (or a Person that owns is required to become a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur Loan Party as a result of such release; sale or other transfer) or (iiiii) the representations and warranties made by the Borrower and such any Subsidiary Guarantor in becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the Loan Documents consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received and the Collateral Agent shall, at such written request at least ten (10) Business Days (Transferred Guarantor’s expense, take such actions as are necessary or such shorter period as may be acceptable reasonably requested to effect each release described in this Section 11.10 in accordance with 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 relevant provisions of the date Collateral Documents; provided that, no Guarantor shall be released from its obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the giving transaction resulting in such Guarantor becoming a non-wholly-owned subsidiary of such request Holdings is an arm’s-length transaction with a Person other than an Affiliate. When all Aggregate Commitments hereunder have terminated, and as of all Loans or other Obligations have been paid in full (other than contingent indemnification obligations not yet accrued and payable) hereunder, this Agreement, the date of other Loan Documents and the effectiveness of such request) are true and correct guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, (d) a Qualified Borrower IPO, or (e) a Qualified IPO by Designated Holdco shall occur, then, such Transferred Guarantor no longer being a Material (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (y) the sale of Equity Interests in a Subsidiary Guarantor permitted including under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty 11.03 hereof) and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them it is a partyparty and, shall be true except with respect to Holdings (and, on and correct in all material respects (except after the Specified AV Minerals Joinder Date, AV Minerals) in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsclauses (d) 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (ive) above, its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Administrative Collateral Agent shall have received take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are within its powers 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 effect each release described 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 7.09 in accordance with this Section 4.6the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same terms.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Subsidiary Guarantor owns no Property included in is not, or simultaneously with its release from the most-recent calculation of Guaranty will not be, required to be a party to the Borrowing BaseGuaranty under the immediately preceding subsection (a) or (B) such Guarantor has ceased to be, nor any Equity Interest in any Subsidiary Guarantor that owns or simultaneously with its release from the Guaranty will cease to be, a Property included in the most-recent calculation of Borrowing BaseSubsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the Borrower and consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor in is released from its obligations under Guarantees of payment by the Loan Documents to which any Company of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Indebtedness of the date of Company under the ABL Credit Agreement or (B) at such release with time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Release of Guarantors. In connection with Upon (x) a Subsidiary the liquidation or dissolution of any Guarantor, or sale of all of the capital stock or other ownership interests of any Guarantor, or the sale of assets of any Guarantor the result of which is that such Guarantor no longer being qualifies as a Material Subsidiary Restricted Subsidiary, in each case which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrowers or (y) the sale occurrence of Equity Interests any event described in a Subsidiary Guarantor permitted under Section 10.411 of the Guaranty, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Collateral Agent shall release, (and is hereby irrevocably authorized by the Lenders to) execute such Subsidiary documents as may be necessary to evidence the release of the applicable Guarantor from its obligations under the Subsidiary Guaranty and any other applicable Security Documents so long as: Guaranty; provided, however, that (i) the Collateral Agent shall not be required to execute any such Subsidiary Guarantor owns no Property included document on terms which, in the most-recent calculation Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of the Borrowing Basesuch Guarantor without recourse or warranty, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; and (ii) no Event such release shall not in any manner discharge, affect or impair the Loans, any other Guarantor's obligations under the Guaranty, or, if applicable, any obligations of Default shall then be any Borrower or any Subsidiary of any Borrower in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as respect 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 proceeds of any such request shall constitute a representation sale retained by the any Borrower that the matters set forth in the preceding sentence (both as or any Subsidiary 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6any Borrower.

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (vi) at the Borrower and Company’s request, during any Suspension Period; or (vii) at such time as such Subsidiary Guarantor in the Loan Documents does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to which any of them is enter into a partyGuaranty Agreement pursuant to Section 10.11, shall be true and correct in all material respects (except in the case as a result of a representation or warranty qualified by materiality, payment in which case such representation or warranty shall be true and correct in all respects) on and as of the date respect of such release with other Indebtedness by such Subsidiary Guarantor. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being a Material Subsidiary or shall automatically be released from its obligations hereunder (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, its Loan Guaranty and any Lien granted by such Subsidiary Guarantor from the Subsidiary Guaranty and pursuant to any other applicable Security Documents so long as: Collateral Document shall be automatically released) (i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any ceases to be a Restricted Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur is or becomes an Excluded Subsidiary as a result of such release; a single transaction or series of related transactions not prohibited hereunder), subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Termination Date and/or (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityany Discretionary Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as at the election 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 (except in the case of a representation or warranty qualified by materialityBorrower, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided that, upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any such request shall constitute a representation by the Borrower that the matters set forth in document pursuant to 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 this Section 9.22 shall be without recourse to such request. Lenders hereby irrevocably authorize or warranty by the Administrative Agent (other than as to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a Subsidiary Guarantor no longer being a Material Subsidiary guarantor in respect of any other First Lien Obligations, any ABL Obligations, any Second Lien Obligations or any Junior Financing or (y) the sale of Equity Interests in such Guarantor continues to constitute a Subsidiary Guarantor permitted of the Parent Borrower and becomes an Excluded Subsidiary under Section 10.4, clause (a) of the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: definition thereof unless (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then be in existence newly acquired or would occur as a result of such release; (iiiformed) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsno claim has been asserted) 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 paid or satisfied in full, this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor (other than the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) either (A) the Investment Grade Rating Date has occurred or (B) prior to an Investment Grade Rating Date, such Subsidiary Guarantor owns no Property included in has ceased to be, or simultaneously with its release from the most-recent calculation of the Borrowing BaseGuaranty will cease to be, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseMaterial Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under: (A) prior to the Investment Grade Rating Date, Section 8.14.(a) or (B) on or after the Investment Grade Rating Date, Section 8.14.(b); (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 10.1.; (iiiiv) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))not prohibited under the Loan Documents; and (ivv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the The Administrative 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 a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests of any Subsidiary Guarantor no longer being or a Material Subsidiary Borrower (other than the Lead Borrower) are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4or a Borrower (other than the Lead Borrower) becomes an Excluded Subsidiary, or the Lead Borrower may request shall notify the Agents in writing that the Administrative Agent releasea Specified Guarantor is to be released from its Guaranty, and upon receipt of such request the Administrative Agent shall release, (any such Subsidiary Guarantor from the Subsidiary Guaranty or Borrower, and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns or Borrower referred to in clause (i), a Property included in “Transferred Guarantor”), such Transferred Guarantor shall, upon the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result consummation of such release; sale or transfer or other transaction (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyor, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialitySpecified Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as receipt of the date of such release with foregoing notice by the same force Agents), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on the other Loan Documents, including its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation or warranty qualified by materialitysale of all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Administrative Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall have received reasonably request, the Collateral Agent shall take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are necessary to effect each release described in this Section 11.09 in accordance with 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 relevant provisions of the date of Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, this Agreement and the giving of such request and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection (a) The Note Guarantee of a Guarantor (other than Parent or Crown) will be unconditionally released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of this Indenture; (x2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, which Transfer or issuance is made in accordance with the provisions of this Indenture, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor permitted is also released from all of its obligations in respect of Indebtedness under Section 10.4each Credit Facility; (3) the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility; or (4) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility. (b) Except as provided under Article Five, a Note Guarantee of Parent or Crown may be released and discharged only with the Borrower may request consent of each Holder of Notes to which such Note Guarantee relates in writing accordance with Article Eight; provided that the Administrative Agent releaseNote Guarantee of Crown may also be released and discharged upon satisfaction of any of the conditions set forth in clause (1), and upon receipt (2) or (4) of subsection (a) of this Section 10.03 and, if Crown is also released as a guarantor in respect of the Existing Secured Notes, to the extent outstanding, clause (3) of subsection (a) of this Section 10.03. (c) No such request release or discharge of a Note Guarantee of a Guarantor shall be effective against the Administrative Agent shall release, Trustee or the Holders of Notes to which such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: Note Guarantee relates (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns if a Property included in the most-recent calculation of Borrowing Base; (ii) no Default or Event of Default shall then have occurred and be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and continuing under this Indenture as of the date time of such proposed release until such time as such Default or Event of Default is cured and waived (unless such release is in connection with the same force and effect as if made on and as sale of the Equity Interests in such Guarantor constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such date except Default or Event of Default, such Subsidiary would otherwise be entitled to be released from its Guarantee following the sale of such Equity Interests) and (ii) until the Issuers shall have delivered to the extent Trustee an Officers’ Certificate, upon which such Trustee shall have no liability in relying, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such representations release and warranties expressly relate solely discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably requested by either the Issuers or a Guarantor in order to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in evidence the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 release of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Subsidiary Guaranty in accordance with Notes and under this Section 4.6Article Ten.

Release of Guarantors. In connection with Notwithstanding anything in ‎Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing BaseTermination Date, nor any Equity Interest in (b) any Subsidiary Guarantor that owns qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Parent Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Property included in Holdings Reorganization Transaction whereby the most-recent calculation of Borrowing Base; existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (iiand its Loan Guaranty shall be automatically released) no Event of Default shall then be in existence or would occur as a result upon the consummation of such releaseHoldings Reorganization Transaction; (iii) provided, that the representations and warranties made by release of any Subsidiary Guarantor from its obligations under the Borrower and Loan Guaranty if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as becomes an Excluded Subsidiary of the date type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release with and the same force and effect consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Parent Borrower is deemed to have made a new Investment in such Person for purposes of ‎Section 6.06 (as if made on and as such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such date except Person attributable to the extent that Parent Borrower’s equity interest therein as estimated by the Parent Borrower in good faith and such representations and warranties expressly relate solely Investment is permitted pursuant to an earlier date ‎Section 6.06 (in which case other than Section 6.06(f)) at such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitytime. In connection with any such release, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall, subject to receipt of an officer’s certificate from the Parent Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall have received such written reasonably request at least ten (10) Business Days (to evidence termination or such shorter period as may release. Any execution and delivery of documents pursuant to the preceding sentence of this ‎Section 9.22 shall be acceptable without recourse to or warranty by 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation person or persons, none of Borrowing Base; which is a Loan Party or any Subsidiary Guarantor ceases to be a Restricted Subsidiary pursuant to a transaction or designation permitted by this Agreement or (ii) no Event of Default shall then be in existence any Subsidiary Guarantor is or would occur as a result becomes an Excluded Subsidiary, such Guarantor shall, upon the consummation of such release; sale or transfer, upon ceasing to be a Restricted Subsidiary or upon becoming an Excluded Subsidiary (or, to the extent such Excluded Subsidiary became a Guarantor in accordance with clause (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date definition thereof, if such Restricted Subsidiary would then otherwise constitute an Excluded Subsidiary (but for the fact that it has provided a Guaranty in accordance with clause (iii) of such release with the same force and effect as if made on and as definition of such date except to Guarantors) upon the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable of the Parent Borrower delivered to the Administrative Agent), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) prior and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the requested date of release. Delivery by Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Parent Borrower to shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent of any and the Collateral Agent shall, at the Borrowers’ expense, take such request shall constitute a representation by actions as are necessary to effect each release described in this Section 11.10 in accordance with the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the giving of such request and as Senior Notes or any Subordinated Indebtedness with a principal amount in excess of the date Threshold Amount. When all Commitments hereunder have terminated, and all Loans and other Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements and (y) contingent indemnification obligations not yet accrued and payable) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit in which the Outstanding Amount of the effectiveness L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of such request) are true credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and correct the guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations and provisions that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize The Collateral Agent shall, at the Administrative Agent Borrowers’ expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) (A) such Subsidiary Guarantor owns no Property included in is not, or simultaneously with its release from the most-recent calculation of Guaranty will not be, required to be a party to the Borrowing BaseGuaranty under the immediately preceding subsection (a) or (B) such Guarantor has ceased to be, nor any Equity Interest in any Subsidiary Guarantor that owns or simultaneously with its release from the Guaranty will cease to be, a Property included in the most-recent calculation of Borrowing BaseSubsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with (xa) a Subsidiary Guarantor no longer being a Material Subsidiary or Within five (y5) Business Days following the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4written request by the Parent, the Borrower may request in writing that Administrative Agent, on behalf of the Administrative Agent releaseLender Parties, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any each other applicable Security Documents Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary Guarantor owns request and no Property included in the most-recent calculation Default or Event of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseDefault will exist immediately following such release; (ii) the Borrower or the Parent shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to any Senior Financing Transaction to which any Loan Party is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the event the Parent is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor shall not be released from its obligations under this Agreement and each other Loan Document until the Parent makes such statement with respect to such Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (ii) and (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor in accordance with Section 5.01(j)(v). (b) In addition to the foregoing, at any time prior to the date on which the Borrower or the Parent shall have received and then have in effect an Investment Grade Rating, within five (5) Business Days after the written request of the Parent (each, an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder or the designation or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary as permitted hereunder, the Administrative Agent, on behalf of the Lender Parties, shall release the Subsidiary Guarantors designated in such request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default shall then be in existence existing under this Agreement at the time of such request and no Default or would occur as a result Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the representations Parent shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and warranties made by (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the Borrower and date such Subsidiary Guarantor in is removed as a Guarantor hereunder. (c) At the Loan Documents to which any written request of them is a partythe Parent, the Administrative Agent, on behalf of the Lender Parties, shall be true authorized to (i) release the Parent from its payment obligations with respect to the Guaranty or (ii) cap the amount of such obligations in a manner satisfactory to the Administrative Agent (any of the actions described in clauses (i) and correct in all material respects (except ii), a “Subject Action”), so long as (A)(1) in the case of a representation release, the Parent is either then being released from its Obligations as an obligor under each Senior Financing Transaction or warranty qualified is not then an obligor (and is not then required by materiality, in which case such representation the terms of any Senior Financing Transaction to become an obligor) with respect to any Senior Financing Transaction or warranty shall be true and correct in all respects(2) 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 (except in the case of a representation liability cap, the Obligations of the Parent under each Senior Financing Transaction are subject to a parallel liability cap satisfactory to the Administrative Agent, (B) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or warranty qualified by materialityEvent of Default will exist immediately following such Subject Action; (C) immediately following such Subject Action the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such Subject Action; (D) the Parent shall have delivered to the Administrative Agent a certificate confirming compliance with clauses (B) and (C) above and (E) during the period commencing on the date on which any Subject Action occurs and ending the date (if any) on which the Parent is reinstated as a Guarantor or the liability cap is lifted, as applicable, in which accordance with Section 9.14(d) below (such period being the “Subject Period”), the provisions of Section 9.14(e) below shall apply. For the avoidance of doubt, (i) no Subject Action shall release the Parent from any of its Obligations other than its payment Obligations as a Guarantor (and it is the intent of the parties that the Parent shall continue to be bound by all other covenants, representations and other provisions hereof applicable to it notwithstanding the occurrence of any such Subject Action) and only, in the case of a liability cap, to the extent of such representation or warranty cap (provided, however, that such covenants, representations and other provisions shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); deemed to be revised, mutatis mutandis, to the extent necessary to reflect that the Parent is a Loan Party but not a Guarantor) and (ivii) the covenants in Section 5.04 shall continue to be calculated based on the Consolidated Group. (d) Notwithstanding the foregoing, if at any time following a Subject Action (w) the Parent becomes an obligor in respect of a Senior Financing Transaction, (x) the Parent is no longer subject to a parallel liability cap under any Senior Financing Transaction, (y) the Internal Revenue Service issues guidance clarifying that parent guaranties do not preclude the allocation of related debt in satisfaction of “negative basis” issues or (z) the Parent breaches any provision of Section 9.14(e) below, then, as applicable, the Parent shall be reinstated as a Guarantor hereunder or the liability cap on the Parent’s payment obligations under the Guaranty shall be lifted so that the Obligations of the Parent under the Loan Documents shall be pari passu with the Obligations of the Parent under each Senior Financing Transaction, and the Parent shall execute and deliver such confirmations and ratifications of the Guaranty as the Administrative Agent shall have received such written request at least ten within five (105) Business Days after such request. (e) Without limiting the provisions of Section 5.02(n), at all times during the Subject Period, (i) the Parent shall not directly hold cash in excess of a de minimis amount, other than on a temporary or such shorter period as pass-through basis held for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), (ii) the Parent’s direct ownership in the Borrower shall at all times account for at least 95% of Total Asset Value; provided, however, that the Parent may be acceptable to hold assets directly on a temporary or pass-through basis for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), and (iii) the Administrative Agent) prior to Parent shall not incur any direct liabilities in excess of the requested date value of release. Delivery its assets that are not held 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6its Subsidiaries.

Release of Guarantors. In connection with (x) a The Note Guarantee of any Restricted Subsidiary Guarantor no longer being a Material Subsidiary or (y) will be automatically and unconditionally released and discharged upon any of the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: following: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation Subsidiary Guarantor only, any sale, exchange or warranty qualified transfer by materialitythe Company or any Restricted Subsidiary, in which case such representation or warranty shall be true and correct in all respects) on and as to any Person that is not an Affiliate of the date Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such release Subsidiary Guarantor, which sale, exchange or transfer is made in accordance with the same force and effect as terms of this Indenture; provided that if made on and as of the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such date except Restricted Subsidiary must deliver to the extent Trustee a written agreement that it will make such representations investment or expenditure within the time frame set forth in Section 4.10; (ii) the occurrence of the Fall-Away Event, but only if such Subsidiary Guarantor or Affiliate Guarantor, as the case may be, (x) is released from all of its guarantees of the Company’s obligations (other than as a result of payment under any such guarantee) and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except y) is not otherwise, in the case of a representation or warranty qualified by materialitySubsidiary Guarantor, an obligor under the Credit Agreement or, in which the case of an Affiliate Guarantor, a guarantor under the Credit Agreement; (iii) in the case of a Subsidiary Guarantor only, the designation of such representation or warranty shall be true and correct Subsidiary Guarantor as an Unrestricted Subsidiary in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and accordance with the provisions of this Indenture; (iv) in the Administrative Agent shall have received such written request case of an Affiliate Guarantor (other than Mosaic) only, any sale, exchange or transfer by Mosaic or any Subsidiary of Mosaic, to any Person that is not an Affiliate of Mosaic of at least ten 80% of the Capital Stock of, or all or substantially all the assets of, such Affiliate Guarantor; or (10v) Business Days in the case of Affiliate Guarantors, in connection with a Change of Control (or such shorter period as may be acceptable to of 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 type set forth in the preceding sentence clause (both as 1), (3) or (4) of the date definition thereof), on the Change of Control Payment Date, provided that such Change of Control and the giving related Change of Control Offer are conducted in compliance with this Indenture; and in each such case, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from its obligations under its Note Guarantee endorsed on the Subsidiary Guaranty in accordance with Notes and under this Section 4.6.Article X.”

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is Section 6.06 (other than Section 6.06(f)) at such time and (iii) a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, or (d) a Qualified Borrower IPO shall occur, then, such Transferred Guarantor no longer being a Material (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), and Holdings (in the case of clause (d)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the completion of the Qualified Borrower IPO, be released from its obligations under this Agreement (y) the sale of Equity Interests in a Subsidiary Guarantor permitted including under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty 11.03 hereof) and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them it is a partyparty and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Collateral Agent shall have received take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are within its powers 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 effect each release described 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 7.09 in accordance with this Section 4.6the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same terms.

Release of Guarantors. In connection with the event (xa) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor no longer being (other than a Material Subsidiary merger or (y) the consolidation with, or sale or disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4assets to, the Borrower may request or another Subsidiary of the Borrower), or (b) there occurs a transfer, sale or other disposition of the voting securities (or other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), then in writing that any such case such Guarantor or the Administrative Agent release, and upon receipt entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (iGuarantor) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true released and correct in all material respects (except in the case relieved of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseany obligations under its Guarantee. Delivery Upon delivery by the Borrower to the Administrative Agent of a certificate of an Authorized Officer certifying to the Agent and the Lenders the foregoing, such Guarantor shall be discharged from all further liability and obligation under this Guaranty and the Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under this Guaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such request shall constitute a representation sale retained 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6or any Subsidiary.

Release of Guarantors. In connection with (xa) The Note Guarantee of a Guarantor (other than Parent) will be unconditionally released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Subsidiary Guarantor no longer being of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor; (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Material Subsidiary or (y) the sale of Parent of Equity Interests in of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor permitted is also released from all of its obligations in respect of Indebtedness under Section 10.4, each Credit Facility; (3) the Borrower may request in writing that the Administrative Agent release, and upon receipt release of such request the Administrative Agent shall release, such Subsidiary Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility, except to the Subsidiary Guaranty extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.17; or (4) upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17. (b) Except as provided under Article Five, a Note Guarantee of Parent may be released and any other applicable Security Documents so long as: discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns if a Property included in the most-recent calculation of Borrowing Base; (ii) no Default or Event of Default shall then have occurred and be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and continuing under this Indenture as of the date time of such proposed release until such time as such Default or Event of Default is cured or waived (unless such release is in connection with the same force and effect as if made on and as sale of the Equity Interests in such Guarantor constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such date except Default or Event of Default, such Subsidiary would otherwise be entitled to be released from its Note Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the extent Trustee an Officers’ Certificate, upon which the Trustee shall be entitled but not obligated to rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such representations release and warranties expressly relate solely discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably requested by either the Issuer or a Guarantor in order to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in evidence the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 release of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Subsidiary Guaranty in accordance with Notes and under this Section 4.6Article Ten.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents 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 Guarantor owns no Property included or a Subsidiary, or in the most-recent calculation case of the Borrowing Basea Material Subsidiary that does not own or lease an Unencumbered Property, nor any Equity Interest such release will not result in any Subsidiary Guarantor that owns a Property included in the most-recent calculation violation of Borrowing BaseSection 10.1.(e) or 10.1.(f); (ii) such Guarantor is not otherwise required to be a party to the Guaranty under Section 8.14.(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 10.1.; (iiiiv) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))not prohibited under the Loan Documents; and (ivv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize If such Guarantor owns an Unencumbered Property, then the Administrative Agent release of such Guarantor shall also be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty and in accordance with this Section 4.64.

Release of Guarantors. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), a Guarantor shall be released and relieved from all of its obligations under this Article Seven, and such Guarantor’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of such Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which such Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of such Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which a Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of such Guarantor and any other Debt of such Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the applicable Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release a Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), no Guarantor shall be released from its obligations under this Article Seven and its Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), such Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless a Guarantor has been released, or in connection with such transaction will be released, from its obligations under its Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, such Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) a Subsidiary the Guarantor no longer being a Material Subsidiary shall be the continuing Person or (y) the sale Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of Equity Interests the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under its Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a Subsidiary supplemental indenture in the event of an amalgamation of the Guarantor permitted under Section 10.4with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Borrower may request in writing that Successor Guarantor and the Administrative Agent releaseGuarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon receipt the effectiveness of such request amalgamation, the Administrative Agent Successor Guarantor shall releasehave become or shall continue to be (as the case may be), such Subsidiary Guarantor from by operation of law, liable for the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation observance of all obligations of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Baseunder its Guarantee); (ii) no Event of Default shall then be in existence or would occur as a result of such release; and (iii) the representations and warranties made by Guarantor, the Borrower and such Subsidiary Guarantor in Company or the Loan Documents to which any of them is a partySuccessor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of a Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be true substituted for, and correct in all material respects (may exercise every right and power of, such Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as such Guarantor herein; and thereafter, except in the case of a representation or warranty qualified by materialitylease, in which case such representation or warranty Guarantor shall be true released and correct in relieved from all respects) on of its obligations under this Article Seven, 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantor’s Guarantee shall be true terminated and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (be of no further force 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6effect.

Release of Guarantors. (a) A Loan Party shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. (b) Upon termination of the aggregate Commitments and payment in full in cash of all Obligations (other than contingent amounts not yet due) under any Loan Document and the expiration with no pending drawings or termination of all Letters of Credit (unless such Letters of Credit have been (i) cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank, (ii) backstopped by a letter of credit in form, amount and substance and by an institution reasonably satisfactory to the applicable Issuing Bank or (iii) deemed reissued under another facility reasonably acceptable to the applicable Issuing Bank), all obligations under the Loan Documents shall be automatically released. (c) In connection with any termination or release pursuant to this Section 10.17, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or the applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement. (xd) Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 10.17. (e) In the event that (i) all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than Parent or its Restricted Subsidiaries in a transaction permitted under this Agreement, (ii) a Subsidiary Guarantor no longer being ceases to be a Material Subsidiary or (yiii) the sale of Equity Interests in a Subsidiary Guarantor becomes an Excluded Subsidiary upon the consummation of any transaction permitted under Section 10.4hereunder, the Administrative Agent shall, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request in writing that to terminate the Administrative Agent release, and upon receipt Guaranty of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor.

Release of Guarantors. In connection with the event (xa) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor no longer being (other than a Material Subsidiary merger or (y) the consolidation with, or sale or disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4assets to, the Borrower may request or another Subsidiary of the Borrower), or (b) there occurs a transfer, sale or other disposition of the voting securities (or other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), in writing that each case in accordance with the Administrative Agent releaseterms hereof, and upon receipt then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (iGuarantor) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true released and correct in all material respects (except in relieved of any obligations under the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseGuaranty. Delivery Upon delivery by the Borrower to the Administrative Agent of a certificate of an Authorized Officer certifying to the Agent and the Lenders the foregoing, such Guarantor shall be discharged from all further liability and obligation under the Guaranty and the Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under the Guaranty; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under the Guaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such request shall constitute a representation sale retained 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6or any Subsidiary.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor (other than, if the Parent has become a Guarantor pursuant to subsection (b)(ii) of this Section, the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in is not, or substantially simultaneously with such release will not be, otherwise required to be a party to the most-recent calculation of Guaranty under the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Baseimmediately preceding subsection (a); (ii) 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; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the The Administrative Agent agrees to furnish to the Borrower promptly after 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 a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a Subsidiary Guarantor no longer being a Material Subsidiary guarantor in respect of any other Obligations, any First Lien Obligation or any Second Lien Obligations or any Junior Financing or (y) the sale of Equity Interests in such Guarantor continues to constitute a Subsidiary Guarantor permitted of the Parent Borrower and becomes an Excluded Subsidiary under Section 10.4, clause (a) of the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: definition thereof unless (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then be in existence newly acquired or would occur as a result of such release; (iiiformed) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which any no claim has been asserted) have been paid or satisfied in full, and no Letter of them is a party, shall be true and correct in all material respects Credit remains outstanding (except in any Letter of Credit the case Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as backstop letter of the date of such release with the same force and effect as if made on and as of such date except credit reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (applicable Issuing Bank has been put in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (place or such shorter period as may be Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agent) prior to applicable Issuing Bank), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request Guarantees made herein 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 terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (vi) at the Borrower and Company’s request, during any Suspension Period; or (vii) at such time as such Subsidiary Guarantor in the Loan Documents does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to which any of them is enter into a partyGuaranty Agreement pursuant to Section 10.16, shall be true and correct in all material respects (except in the case as a result of a representation or warranty qualified by materiality, payment in which case such representation or warranty shall be true and correct in all respects) on and as of the date respect of such release with other Indebtedness by such Subsidiary Guarantor. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Release of Guarantors. (a) In connection with the event of a sale or other disposition (to a Person other than JCC Holding and its Subsidiaries, and in a transaction permitted by this Indenture) of all of the Equity Interests of any Subsidiary Guarantor, owned by JCC Holding or its Subsidiaries, by way of merger, consolidation or otherwise, then such Guarantor shall be released and relieved of any obligations under its Guaranty and all security interests in the Equity Interests of such released Guarantor shall be released from the security interests created pursuant to the Security Documents. (b) In the event any Unrestricted Subsidiary incurs Indebtedness for borrowed money (from any Person other than JCC Holding or its Subsidiaries) in excess of $2,500,000 for purposes of developing real property owned or 117 129 leased by it, as long as (i) no Default or Event of Default exists at the time of such incurrence or immediately after giving effect thereto, (ii) such Unrestricted Subsidiary is being released from all other direct and indirect guarantees by it of Indebtedness of JCC Holding and its Subsidiaries (other than Unrestricted Subsidiaries), and (iii) such Unrestricted Subsidiary repays in full in Cash any and all Indebtedness to JCC Holding and its Subsidiaries (including, without limitation, all amounts theretofore loaned to the respective such Unrestricted Subsidiary pursuant to Section 5.19(e), determined without regard to any write-downs, write-offs or forgivenesses thereof), then such Guarantor shall be released and relieved of any obligations under its Guaranty. (c) In the event of the sale or other disposition (in a transaction permitted by this Indenture) by any Unrestricted Subsidiary of its assets to a Person (other than (x) a Subsidiary Guarantor no longer being a Material Subsidiary HET and any Affiliate thereof, except to the extent such person constitutes an Affiliate of HET solely because of HET's direct or indirect equity interests in JCC Holding or (y) JCC Holding or any Wholly-Owned Subsidiary thereof), all security interests created pursuant to the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 released with respect to such requestassets, so long as (i) no Default or Event of Default exists at the time of such sale or other disposition or immediately after giving effect thereto and (ii) such Unrestricted Subsidiary repays in full in Cash any and all Obligations to JCC Holding and its Subsidiaries (including, without limitation all amounts theretofore loaned to the respective such Unrestricted Subsidiary pursuant to Section 5.19(e), determined without regard to any write-downs, write-offs or forgivenesses thereof). Lenders hereby irrevocably authorize In connection with any release of assets pursuant to the Administrative Agent provisions of this clause (c), it is understood that the respective Unrestricted Subsidiary shall remain a party to release a Subsidiary Guarantor from the Subsidiary its Guaranty unless and until otherwise released in accordance with this the provisions of preceding clauses (a) and/or (b), and its Equity Interests, and the assets which continue to be owned by such Unrestricted Subsidiary, shall continue to be subject to the applicable provisions of the various Security Documents to which it is a party. (d) Notwithstanding anything to the contrary contained above, the releases provided in preceding clauses (a), (b) and (c) shall only occur upon the delivery by the Company to the Trustee of an Officer's Certificate in form and substance reasonably satisfactory to the Trustee, and subject to the Trustee's right to request an Opinion of Counsel pursuant to Section 4.6.11.4, certifying the relevant facts described above and certifying in reasonable detail the releases which shall occur in accordance with the provisions of Section 10.5(a), (b) or 118 130

Release of Guarantors. In (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with (xi) any disposition of a Subsidiary that is a Guarantor as permitted by the Loan Documents and immediately following such disposition such Subsidiary will no longer be a Subsidiary of the Borrower or (ii) a Subsidiary Guarantor no longer becoming an Excluded Subsidiary (including by being a Material Subsidiary or (y) the sale of Equity Interests designated in a Subsidiary Guarantor permitted under Section 10.4, writing by the Borrower may request as an “Immaterial Subsidiary” in writing that accordance with the Administrative Agent releaseterms of this Agreement) as permitted by the Loan Documents, and upon receipt of such request the Administrative Agent shall release(without notice to, or vote or consent of, any Lender) take such Subsidiary actions as shall be required to release any guarantee obligations under any Loan Document of any Guarantor from being disposed of in such disposition, to the Subsidiary Guaranty and extent necessary to permit consummation of such disposition in accordance with the Loan Documents, or becoming an Excluded Subsidiary, in accordance with the Loan Documents. (b) Notwithstanding anything to the contrary contained herein or any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included Loan Document, when the principal and interest with respect to all Loans and all other monetary payment Obligations which are then due and payable have been paid in the most-recent calculation full and all Commitments have terminated or expired, upon request of the Borrowing BaseBorrower, nor the Administrative Agent shall (without notice to, or vote or consent of, any Equity Interest Lender) take such actions as shall be required to release all guarantee obligations under any Loan Document of any Guarantor. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (or such longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect during which any Subsidiary Guarantor that owns a Property included payment in respect of the most-recent calculation Obligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any portion of Borrowing Base; (ii) no Event any payment in respect of Default the Obligations guaranteed thereby shall then be in existence rescinded or would occur must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of such release; (iii) the representations and warranties made by appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower and or any Guarantor or any substantial part of its property, or otherwise, all as though such Subsidiary Guarantor in the Loan Documents to which payment had not been made; provided, however, that any of them is a party, such reinstated guarantee shall be true and correct released immediately upon the Obligations being indefeasibly paid in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6full.

Release of Guarantors. In connection with (xa) Without further notice or action being required by any Person, but subject to Section 10.1, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor no longer being a Material Subsidiary or Guarantor, shall be fully and conditionally released and discharged from all obligations under its Obligor Guarantee and this Indenture, upon (yi) the sale or other disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, all of the Borrower may request in writing that the Administrative Agent release, and upon receipt assets or properties of such request the Administrative Agent shall releaseGuarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation or 50% or more of the Borrowing Base, nor equity interests of any Equity Interest in any Subsidiary such Guarantor that owns a Property included in or Persons other than the most-recent calculation of Borrowing Base; Company and their Subsidiaries or (ii) no Event the consolidation or merger of Default shall then be in existence any such Guarantor with any Person other than the Company or would occur a Subsidiary of the Company, if, as a result of such releaseconsolidation or merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, provided, that, in either such case, the proceeds of any such sale, disposition, merger or consolidation are applied in accordance with this Indenture; or (iii) the representations a defeasance as provided in Article XV hereof. (b) The releases and warranties made by the Borrower and such Subsidiary Guarantor discharges set forth in the Loan Documents to which any of them is a party, Section 17.13(a) shall be true and correct in all material respects effective (except i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 17.13(a) by virtue of a representation sale, disposition, consolidation or warranty qualified by materialitymerger, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force consummation thereof and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except ii) in the case of a representation or warranty qualified by materialityreleases and discharges effected pursuant to clause (iii) of Section 17.13(a), in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) upon the Administrative Agent shall have received such date of defeasance. At the written request at least ten (10) Business Days (or such shorter period as may be of the Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Administrative Agent) Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed 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 releases and correct with respect discharges as set forth above, necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.617.13. (c) Notwithstanding the foregoing provisions of this Article XVII, (i) any Guarantor whose Obligor Guarantee would otherwise be released pursuant to the provisions of this Section 17.13 may elect, by written notice to the Trustee, to maintain such Obligor Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Obligor Guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, if such Subsidiary is also a Subsidiary Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such a Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty and applicable Security Documents in accordance with this Section 4.6.

Release of Guarantors. In connection with The Banks hereby irrevocably agree that any Guarantor (xother than Parent, Xxxxx Capital or the Company) shall be released from this Agreement following the discharge of the Guarantors’ obligations pursuant to Section 10.03 or upon consummation of any transaction permitted hereunder (including a Subsidiary sale, transfer or disposition of such Guarantor no longer being to a Material Subsidiary Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4other than Parent, the Borrower may request in writing Company, Xxxxx Capital or a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the Administrative Agent releaseextent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company (other than Parent) shall be released if, and upon receipt of such request the Administrative Agent shall releaseat any time after becoming a Guarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; obligations under this Agreement or (ii) no Event remaining a Guarantor would, in the reasonable determination of Default shall then be the Company, result in existence material adverse tax consequences to Parent or would occur any of its Subsidiaries as a result of such release; (iii) the representations and warranties made reasonably determined by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of Company; provided that no such release with the same force and effect as if made on and as of such date except shall occur under clauses (i) or (ii) above, to the extent that such representations and warranties expressly relate solely to Guarantor remains an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case issuer or co-issuer of a representation or warranty qualified by materiality, in which case such representation borrower or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (guarantor under any U.S. debt securities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseU.S. syndicated credit facilities. 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. Lenders The Banks hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent will at the sole cost and expense of the Company or applicable Credit Party, execute and deliver any instruments, documents, and agreements necessary to evidence and confirm the release a Subsidiary of any Guarantor from pursuant to the Subsidiary Guaranty in accordance with foregoing provisions of this Section 4.6paragraph, all without the further consent or joinder of any Bank.

Release of Guarantors. In If at any time after the Closing Date and in connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale Guarantee of Equity Interests any Loan Party in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: this Article VII (i) such Subsidiary Guarantor owns no Property included in subject to the most-recent calculation requirements of the Borrowing BaseSection 5.11(c), nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityForeign Subsidiary, in which case such representation or warranty shall be true and correct in all respectsthe Administrative Agent (after consultation with Borrower) 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 determines that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of any existing Guarantor, it would not be commercially reasonable for such Guarantor to remain a representation or warranty qualified by materialityGuarantor (taking into account the expense (including taxes), in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (ability of Borrower or such shorter period as may Guarantor to obtain any necessary approvals or consents required to be acceptable obtained under applicable law (but have not been previously obtained) in connection therewith, and the effectiveness and enforceability thereof under applicable law) or (ii) such Guarantee becomes illegal under applicable law and such Loan Party delivers to the Administrative Agent, the Lenders and the Collateral Agent a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the same effect as the issuance of a Guarantee that would not be illegal under applicable law, then, so long as such Guarantor has been released or is contemporaneously released under any other guaranty such Guarantor may be a party to, in case of each of the immediately preceding clauses (i) prior and (ii), the Collateral Agent shall (at the expense of Borrower) take all action necessary to release its security interest in that portion of the requested Security Agreement Collateral owned by such Guarantor (provided, however, that 66% of the Equity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from the Security Agreement Collateral)), and such Guarantor shall be released from its obligations in respect of the Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “Released Guarantor,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the case of an event described in the immediately preceding clause (i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date of release. Delivery by the Borrower to that the Administrative Agent of any makes a determination described in such request clause (i); provided that, such Released Guarantor 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 continue to such request. Lenders hereby irrevocably authorize the Administrative Agent be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.65.11(b).

Release of Guarantors. (a) A Loan Party shall automatically be released from its obligations under the Loan Documents (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of Parent or the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Loan Party ceases to be a wholly owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. (b) Upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent amounts not yet due) under any Loan Document have been paid in full and all Letters of Credit have expired or been terminated (unless such Letters of Credit have been (i) cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank, (ii) backstopped by a letter of credit in form, amount and substance and by an institution reasonably satisfactory to the applicable Issuing Bank or (iii) deemed reissued under another facility reasonably acceptable to the applicable Issuing Bank), all obligations under the Loan Documents shall be automatically released. (c) In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary any termination or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under release pursuant to this Section 10.410.17, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaseexecute and deliver to any Loan Party, at such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in or the applicable Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such 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 Party shall have been true and correct in all material respects (except in provided the case of a representation Administrative Agent such certifications or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) documents as the Administrative Agent shall have received such written reasonably request at least ten in order to demonstrate compliance with this Agreement. (10d) 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 Each of the date of Lenders and 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. Lenders hereby Issuing Bank irrevocably authorize authorizes the Administrative Agent to provide any release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with or evidence of release, termination or subordination contemplated by this Section 4.610.17. (e) In the event that (i) all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than Parent or its Restricted Subsidiaries in a transaction permitted under this Agreement, (ii) a Guarantor ceases to be a Material Domestic Subsidiary or (iii) a Guarantor (other than, on or after the consummation of a Holdco Transaction, Holdings) would become an Excluded Subsidiary upon the consummation of any transaction permitted hereunder, the Administrative Agent shall, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request to terminate the Guaranty of such Guarantor.

Release of Guarantors. In connection (a) If, in compliance with the terms and provisions of the Loan Documents (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) and subject to the sale terms of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: Intercreditor Agreement): (i) such any Guarantor ceases to be a Restricted Subsidiary Guarantor owns no Property included in or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the most-recent calculation avoidance of the Borrowing Basedoubt, nor any Equity Interest in any a Permitted Affiliate Parent Release or an Affiliate Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; Release); (ii) no Event any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of Default shall then or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary which is not an Affiliate Subsidiary; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary which is not an Affiliate Subsidiary; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in existence part to the extent it is necessary to achieve compliance with such prohibition or would occur restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such releaseGuarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection, with any Solvent Liquidation; or (iiiviii) upon termination of the representations Aggregate Commitments and warranties made by the Borrower and payment in full of all Obligations, any such Subsidiary Guarantor in the Loan Documents (i) to which any of them is (viii) above, a party“Released Guarantor”), shall be true such Released Guarantor and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in sale of all respects) on and as of the date Equity Interests of the Released Guarantor) its Restricted Subsidiaries shall, upon the designation, consummation of such release with the same force sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, the pledge of or security interest in which case such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and Section 11.09(b), the guarantees made herein shall remain in full force and effect so long as any Lender shall have received such written request at least ten any Commitment hereunder, or any Loan or any other Obligation remains outstanding (10other than (i) Business Days contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such shorter period as may be Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agentapplicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) prior In the event of a Post-Closing Reorganization and/or a Permitted Tax Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the requested date terms of release. Delivery by the Borrower to the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents desirable to evidence or document such release 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 Guaranty and resignation of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6relevant Guarantor.

Release of Guarantors. In Any Guarantor shall be automatically released from its obligations hereunder: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 6.5; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) a Subsidiary such Guarantor would no longer being constitute a Material Subsidiary or “Subsidiary” under this Agreement and (y) the sale of Equity Interests or other disposition does not violate Section 6.5; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in a Subsidiary Guarantor permitted under accordance with Section 10.4, the Borrower may request in writing that the Administrative Agent release, and 5.12; (4) upon receipt liquidation or dissolution of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: Guarantor; and (i5) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation Guarantor that is not a Wholly Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Obligations under the Loan Documents, upon notice to the Administrative Agent by the Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or warranty qualified pursuant to Section 6.3 and (y) all transactions entered into by materialitysuch Restricted Subsidiary while a Guarantor would be permitted under this Agreement at the time its Guarantee is released; provided that the Company shall have delivered to the Administrative Agent, in which case at least five days, or such representation or warranty shall be true and correct in all respects) on and shorter period as of the Administrative Agent may agree, prior to the date of such release with the same force and effect as if made on and as release, a written notice of such date except to for release identifying the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except relevant Guarantor and, in the case of a representation release described in clause (1) or warranty qualified (2) above the terms of the sale or other disposition in reasonable detail, together with a certification by materialitythe Company stating that such transaction is in compliance with this Agreement and the other Loan Documents. In connection with any such release of any Guarantor, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable execute and deliver to the Administrative Agent) prior to Company, at the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower Company’s expense, all UCC termination statements and other documents that the matters set forth in the preceding sentence (both as of the date of the giving of Company shall reasonably request to evidence such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6release.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Borrower, (b) in the case of any Discretionary Guarantor, the Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Borrower, (i) such Discretionary Guarantor is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Indebtedness of such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary that is not a Loan Party for purposes of this Agreement, in each case as certified by a Responsible Officer of the Borrower, and/or (c) upon the occurrence of the Termination Date. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release, such Subsidiary Guarantor from . Any execution and delivery of documents pursuant to the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation preceding sentence of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) all or substantially all of the Equity Interests or property of such Guarantor are sold or otherwise transferred to a Subsidiary person or persons, none of which is a Loan Party or (b) such Guarantor no longer being a Material becomes an Immaterial Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (yany such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such Subject Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests in a Subsidiary Guarantor permitted under Section 10.4of the Subject Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt pledge of such request Equity Interests to the Administrative Collateral Agent pursuant to the Collateral Documents shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: be automatically released; provided that (i) such the release of any Subject Guarantor that becomes an Excluded Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Basetype described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (iiA) no Event of Default shall then exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is a party, shall be true and correct in all material respects Section 7.06 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsother than pursuant to clause (i) on and as of the date definition of Permitted Investments herein) at such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); time and (ivC) a Responsible Officer of the Administrative Agent shall have received such written request at least ten (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 Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (A) and (B)) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such request certifications or documents as any Agent shall constitute a representation by reasonably request, the Borrower that Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.15 in accordance with the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and as of substance, and issued by a financial institution, reasonably satisfactory to the date of applicable L/C Issuer has been put in place), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection (a) If, in compliance with the terms and provisions of the Loan Documents (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) and subject to the sale terms of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: Intercreditor Agreement): (i) such any Guarantor ceases to be a Restricted Subsidiary Guarantor owns no Property included in or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the most-recent calculation avoidance of the Borrowing Basedoubt, nor any Equity Interest in any a Permitted Affiliate Parent Release or an Affiliate Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; Release); (ii) no Event any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of Default shall then or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary of the Company or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in existence part to the extent it is necessary to achieve compliance with such prohibition or would occur restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such releaseGuarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection, with any Solvent Liquidation; or (iiiviii) upon termination of the representations Aggregate Commitments and warranties made by the Borrower and payment in full of all Obligations, any such Subsidiary Guarantor in the Loan Documents (i) to which any of them is (viii) above, a party“Released Guarantor”), shall be true such Released Guarantor and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in sale of all respects) on and as of the date Equity Interests of the Released Guarantor) its Restricted Subsidiaries shall, upon the designation, consummation of such release with the same force sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, the pledge of or security interest in which case such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and Section 11.09(b), the guarantees made herein shall remain in full force and effect so long as any Lender shall have received such written request at least ten any Commitment hereunder, or any Loan or any other Obligation remains outstanding (10other than (i) Business Days contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements and Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such shorter period as may be Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agentapplicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) prior In the event of a Post-Closing Reorganization and/or a Permitted Tax Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the requested date terms of release. Delivery by the Borrower to the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents desirable to evidence or document such release 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 Guaranty and resignation of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6relevant Guarantor.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) all or substantially all of the Equity Interests or property of such Guarantor are sold or otherwise transferred to a Subsidiary person or persons, none of which is a Loan Party or (b) such Guarantor no longer being a Material becomes an Immaterial Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (yany such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such Subject Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests in a Subsidiary Guarantor permitted under Section 10.4of the Subject Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt pledge of such request Equity Interests to the Administrative Collateral Agent pursuant to the Collateral Documents shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: be automatically released; provided that (i) such the release of any Subject Guarantor that becomes an Excluded Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Basetype described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (iiA) no Event of Default shall then exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is a party, shall be true and correct in all material respects Section 7.06 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsother than pursuant to clause (i) on and as of the date definition of Permitted Investments herein) at such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); time and (ivC) a Responsible Officer of the Administrative Agent shall have received such written request at least ten (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 Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (A) and (B) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such request certifications or documents as any Agent shall constitute a representation by reasonably request, the Borrower that Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.15 in accordance with the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and as of substance, and issued by a financial institution, reasonably satisfactory to the date of applicable L/C Issuer has been put in place), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A)(1) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor does not own any Unencumbered Assets or any direct or indirect Equity Interest in any Subsidiary Guarantor that owns any Unencumbered Assets, and (2) such Guarantor is not otherwise required to be a Property included in party to the most-recent calculation of Borrowing BaseGuaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or (C) such Guarantor will, simultaneously with its release from the Guaranty, qualify as an Excluded Subsidiary; (ii) 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 10.1.; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with Upon (xi) a Subsidiary the liquidation or dissolution of any Guarantor no longer being a Material Subsidiary (provided that, for purposes of this Section 11.15, “Guarantor” shall not include the Company), or (y) the sale of Equity Interests all of the Capital Stock of any Guarantor owned by the Company and its Subsidiaries, in a Subsidiary Guarantor permitted under Section 10.4, each case so long as such transaction does not violate the Borrower may request terms of any Loan Document or is consented to in writing that by the Required Lenders or all of the Lenders, as applicable or (ii) the termination of all the Commitments, and the payment and satisfaction in full in cash of all Obligations arising under the Loan Documents (other than contingent indemnity obligations), such Guarantor shall be automatically released from all obligations under the applicable Guaranty and any other Loan Documents to which it is a party (other than contingent indemnity obligations), and upon at least five (5) Business Days’ prior written request by the Company (or such shorter period of time as is reasonably determined by the Administrative Agent releaseto be acceptable), and upon receipt of such request the Administrative Agent shall release, (and is hereby irrevocably authorized by the Lenders to) execute such Subsidiary documents as may be necessary to evidence the release of the applicable Guarantor from its obligations under the Subsidiary applicable Guaranty and any such other applicable Security Documents so long as: Loan Documents; provided, however, that (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received not be required to execute any such written request at least ten (10) Business Days (or such shorter period as may be acceptable to document on terms which, in 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. Lenders hereby irrevocably authorize ’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release a of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations of the Obligors, or any other Guarantor’s obligations under the applicable Guaranty, or, if applicable, any obligations of the Company or any Subsidiary Guarantor from in respect of the Subsidiary Guaranty in accordance with this Section 4.6proceeds of any such sale retained by the Company or any Subsidiary.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) Each of the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, REIT and the Borrower Company may request in writing that the Administrative Agent releaseholders of the Notes release a Subsidiary Guarantor, and upon receipt of if: (i) after giving effect to such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and does not have any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Baseliability as a guarantor, nor borrower, co‑borrower or otherwise with respect to any Equity Interest in Indebtedness under any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; Guaranteed Facility or any Pari Passu Obligations, (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iii) the representations and warranties made by the Borrower and if any fee or other form of consideration is given to any holder of Indebtedness under any Guaranteed Facility directly related to releasing such Subsidiary Guarantor Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the REIT and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in the Loan Documents to which any of them is a partyimmediately preceding clauses (i), shall (ii), and (iii) will be true and correct upon the release of such Subsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in all material respects immediately preceding clauses (except in the case of a representation or warranty qualified by materialityi), in which case such representation or warranty shall (ii) and (iii) will be true and correct in all respects) on correct, the release shall be effective automatically and as each holder of Notes shall execute and deliver, at the sole cost and expense of the date of Company, such release with documents as the same force and effect as if made on and as of Company may reasonably request to evidence such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Guarantor becomes an Excluded Subsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon (x) a Subsidiary Guarantor no longer being a Material Subsidiary the consummation of such sale or transfer or other transaction or (y) becoming an Excluded Subsidiary pursuant to clause (e) of the sale of Equity Interests in a Subsidiary Guarantor permitted definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.410.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided, that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any Indebtedness incurred pursuant to Section 7.03(o), any Permitted Additional Debt, any Junior Financing or any Permitted Refinancing of any of the same force and effect as if made on and as of such date except foregoing. Notwithstanding anything herein to the extent that contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such representations Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and warranties expressly relate solely all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to an earlier date clause (in a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which case such representations are accrued and warranties shall payable have been true paid or satisfied, this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.4830-5366-9817v1

Release of Guarantors. In Any Guarantor shall be automatically released from its obligations hereunder: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 6.5; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) a Subsidiary such Guarantor would no longer being constitute a Material Subsidiary or “Subsidiary” under this Agreement and (y) the sale of Equity Interests or other disposition does not violate Section 6.5; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in a Subsidiary Guarantor permitted under accordance with Section 10.4, the Borrower may request in writing that the Administrative Agent release, and 5.12; (4) upon receipt liquidation or dissolution of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: Guarantor; and (i5) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation Guarantor that is not a Wholly-Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Obligations under the Loan Documents, upon notice to the Administrative Agent by the Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or warranty qualified pursuant to Section 6.3 and (y) all transactions entered into by materialitysuch Restricted Subsidiary while a Guarantor would be permitted under this Agreement at the time its Guarantee is released; provided that the Company shall have delivered to the Administrative Agent, in which case at least five days, or such representation or warranty shall be true and correct in all respects) on and shorter period as of the Administrative Agent may agree, prior to the date of such release with the same force and effect as if made on and as release, a written notice of such date except to for release identifying the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except relevant Guarantor and, in the case of a representation release described in clause (1) or warranty qualified (2) above the terms of the sale or other disposition in reasonable detail, together with a certification by materialitythe Company stating that such transaction is in compliance with this Agreement and the other Loan Documents. In connection with any such release of any Guarantor, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable execute and deliver to the Administrative Agent) prior to Company, at the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower Company’s expense, all UCC termination statements and other documents that the matters set forth in the preceding sentence (both as of the date of the giving of Company shall reasonably request to evidence such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6release.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary Guarantor owns no Property included in or (C) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Borrower has elected to designate such Subsidiary Guarantor that owns as a Property included in the most-recent calculation of Borrowing BaseDesignated Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such releaserelease (including after giving pro forma effect to the removal of any Asset from the calculation of Consolidated Total Adjusted Unencumbered Asset Value as a result thereof); (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection Parent shall be released from its obligations under its Guarantee in the event of any merger, sale or consolidation involving the Company that also constitutes a Change of Control with respect to the Company (xbut not with respect to Parent). Notwithstanding Section 10.3(a) hereof, upon the sale or disposition (including by merger or stock purchase) of a Subsidiary Guarantor no longer being a Material Subsidiary or (yas an entirety) the sale of Equity Interests in to an entity which is not and is not required to become a Subsidiary Guarantor permitted under Section 10.4Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, in each case, which transaction is otherwise in compliance with this Indenture (including, without limitation, the Borrower may request in writing that the Administrative Agent releaseprovisions of Section 4.13 hereof), and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except solely in the case of a representation Guarantee arising solely as a result of the second paragraph of Section 4.15 hereof, the release or warranty qualified by materialitytermination of the guarantee giving rise to the obligation to enter into a Guarantee, in which case such representation or warranty Subsidiary Guarantor shall be true and correct in all respects) on and as of the date of released automatically from its obligations under its Subsidiary Guarantee; provided, however, that any such release with the same force and effect as if made on and as of such date except termination shall occur only to the extent that all obligations of such representations Subsidiary Guarantor under all of its guarantees of any Indebtedness of either Issuer or any Indebtedness of Parent or any of the other Subsidiaries or any Subsidiary of Parent shall also terminate upon such release, sale or transfer and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in none of its Equity Interests are pledged for the case benefit of a representation any holder of any Indebtedness of either Issuer or warranty qualified any Indebtedness of Parent or any other Subsidiary or any Subsidiary of Parent. Upon delivery by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Issuers to the Administrative Agent) prior Trustee of an Officer’s Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Issuers in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its Guarantee shall constitute a representation remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Borrower Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the matters set forth in the preceding sentence (both as of the date of the giving release of such request Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and as (ii) any Subsidiary which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6time).

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement and the other Loan Documents if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Term Facility, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Incremental Equivalent Debt, any Junior Financing, any Permitted Debt Exchange Notes or any Permitted Refinancing in respect 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 foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Effective Date is subsequently designated as an Excluded Guarantor no longer being Subsidiary in accordance with the definition thereof, (d) a Material Qualified Borrower IPO, or (e) a Qualified IPO by Designated Holdco shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Guarantor Subsidiary or upon the consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (y) the sale of Equity Interests in a Subsidiary Guarantor permitted including under Section 10.4, the Borrower may request in writing that the Administrative Agent release11.03 hereof) and any other Loan Documents to which it is a party, and upon receipt of such request the Administrative Agent shall release, take such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included actions as are within its powers to effect each release described in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 7.09 in accordance with this Section 4.6the relevant provisions of the Loan Documents; provided that such Guarantor is also released from its obligations, if any, under the Secured Term Loan Documents, the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same terms.

Release of Guarantors. In connection with (xa) A Note Guarantee of a Subsidiary Guarantor no longer being will be unconditionally and automatically released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation, merger, dividend, distribution or otherwise) by such Subsidiary Guarantor to any Person that is not a Material Guarantor or the Issuer of all or substantially all of the properties and assets of such Subsidiary or Guarantor, so long as such Transfer is made in accordance with the applicable provisions of this Indenture and such Subsidiary Guarantor is also released from its Guarantee and all pledges and security interests granted in connection with Certain Other Indebtedness; (y2) the sale designation by the Issuer of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (3) any Transfer directly or indirectly (including, without limitation, by way of consolidation, merger, dividend, distribution or otherwise) to any Person that is not a Guarantor or the Issuer of Equity Interests in of such Subsidiary Guarantor or any issuance by such Subsidiary Guarantor of its Equity Interests, such that such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer, so long as such Transfer is made for valid business purposes (other than to release the Note Guarantee) and in accordance with the applicable provisions of this Indenture and such Subsidiary Guarantor permitted under Section 10.4is also released from its Guarantee and all pledges and security interests granted in connection with Certain Other Indebtedness; (4) the merger or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or, subject to compliance with Article V, upon the Borrower may request in writing that liquidation of a Subsidiary Guarantor; (5) the Administrative Agent releaserelease or discharge of the Guarantee by, and upon receipt of such request the Administrative Agent shall releaseor direct obligation of, such Subsidiary Guarantor from in respect of the Subsidiary Guaranty and Certain Other Indebtedness or any other applicable Security Documents so long as: (i) Indebtedness that gave rise to such Subsidiary Guarantor’s obligation to provide such Note Guarantee, except in each case, a release or discharge by, or as a result of, payment under such Obligation or Guarantee, but only if the Liens on Collateral of such Subsidiary Guarantor owns no Property included are also substantially concurrently released pursuant to the terms of any other ABL Obligations and Fixed Asset Obligations; (6) upon payment in the most-recent calculation full of the Borrowing Baseprincipal of, nor any Equity Interest accrued and unpaid interest and premium (if any) on the Notes; or (7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in any accordance with Article IX. (b) A Note Guarantee of a Subsidiary Guarantor that owns also will be automatically released upon the applicable Subsidiary ceasing to be a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur Subsidiary as a result of such releaseany foreclosure of any pledge or security interest securing the Notes or other exercise of remedies in respect thereof in accordance with the First Lien and Third Lien Intercreditor Agreement. (c) The Note Guarantees of Holdings will be released (i) if the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described under Article IX, (ii) if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture as described in Article IX; through redemption or repurchase of all the Notes; through repayment in full of the Notes; or otherwise) in accordance with the terms of this Indenture or (iii) if there is a release or discharge of such Guarantee by, or direct obligation of, Holdings of the representations obligations under Certain Other Indebtedness, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation. (d) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate, upon which the Trustee shall have the right to rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with. At the request of the Issuer, and warranties made upon being provided an Officer’s Certificate, the Trustee shall execute and deliver an instrument evidencing such release. (e) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel that a Guarantor has been released and that execution by the Borrower and Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Guarantee complies with this Indenture, the Trustee shall execute any documents reasonably requested by either the Issuer or a Guarantor in order to evidence the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date release of such release with Guarantor from its obligations under its Guarantee endorsed on the same force Notes and effect as if made on and as of such date except under this Article X (it being understood that the failure to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 obtain any such request instrument 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 not impair any automatic release pursuant to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.610.03).

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents 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 Guarantor owns no Property included or a Subsidiary, or in the most-recent calculation case of the a Material Subsidiary that does not own or lease an Unencumbered Borrowing BaseBase Property, nor any Equity Interest such release will not result in any Subsidiary Guarantor that owns a Property included in the most-recent calculation violation of Borrowing BaseSection 10.1.(h); (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; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which , including without limitation, a Default or Event of Default resulting from a violation of any of them is a party, shall be true and correct the covenants contained in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder))Section 10.1.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize If such Guarantor owns an Unencumbered Borrowing Base Property, then the Administrative Agent release of such Guarantor shall also be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty and in accordance with this Section 4.64.

Release of Guarantors. A Guarantor will be released and relieved from all its obligations under a Guarantee, without any action required on the part of the Trustee or any Holder, upon such Guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, and any other Credit Facility Debt or Capital Markets Debt. In connection with addition, a Guarantor will be released and relieved from all its obligations under a Guarantee in the following circumstances, each of which is permitted by this Indenture: (x1) upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a Subsidiary series of related transactions, of a majority of the total Voting Stock of such Guarantor (other than to the Issuer or any of its Affiliates); or (2) upon the sale or disposition of all or substantially all the Property of such Guarantor (other than to any of the Issuer’s Affiliates or another Guarantor); provided, however, that, in each case, after giving effect to such transaction, such Guarantor is no longer being liable for any Guarantee or other obligations in respect of any of the Issuer’s or its Subsidiaries’ Credit Facility Debt or Capital Markets Debt. The Guarantee of a Material Subsidiary Guarantor also will be released upon legal defeasance, covenant defeasance or (y) discharge of this Indenture in accordance with Article Nine. If the sale Guarantee of Equity Interests in a Subsidiary any Guarantor permitted under Section 10.4is deemed to be released or is automatically released, the Borrower may Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request in writing that of the Administrative Agent releaseIssuer, and upon receipt delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel that a Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such request the Administrative Agent shall release, such Subsidiary Guarantor from its Guarantee complies with this Indenture, the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in Trustee shall, at the most-recent calculation expense of the Borrowing BaseIssuer, nor execute any Equity Interest documents reasonably requested by either the Issuer or a Guarantor in any Subsidiary Guarantor that owns a Property included in order to evidence the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result release of such release; Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article Ten (iii) it being understood that the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents failure to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 obtain any such request instrument 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 not impair any automatic release pursuant to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.610.03).

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in is then not required to be a party to the most-recent calculation of Guaranty under the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Baseimmediately preceding subsection (a); (ii) 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.; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize In connection with the Administrative Agent to release of a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the Section, if such Guarantor is also a Pledgor, the Administrative Agent shall release from the Lien of the Pledge Agreement the Equity Interests in Material Subsidiaries owned by such Guarantor.

Release of Guarantors. In connection If, in compliance with (x) a the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests of any Subsidiary Guarantor no longer being are sold or otherwise transferred (including without limitation by way of merger, consolidation or amalgamation) (a Material Subsidiary “Transferred Guarantor”) to a person or persons, none of which is a Borrower or a Guarantor, such Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (yincluding under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the sale pledge of such Equity Interests to the Collateral Agent pursuant to the Security Agreements shall be automatically released, and the Collateral Agent shall (at the expense of the Borrowers) take such actions as are necessary or reasonably requested by the Borrower Agent to effect or evidence each release described in a Subsidiary Guarantor permitted under this Section 10.47.09 in accordance with the relevant provisions of the Security Documents (and, for the avoidance of doubt, the Borrower may request in writing that Secured Parties shall be deemed to have irrevocably authorized and directed the Administrative Agent releaseand the Collateral Agent to take such actions), so long as the Borrowers shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request in order to demonstrate compliance with this Agreement; provided that each of the Secured Parties irrevocably authorizes and upon receipt of such request directs the Administrative Agent shall releaseand the Collateral Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of a Guarantor and its Collateral is in compliance with the Loan Documents, without independent investigation, and release such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in its obligations under the Loan Documents and its interests in any Collateral of such Guarantor pursuant to which this Section 7.09 (including, in each case of the foregoing, by filing applicable termination statements and/or returning any of them is a party, pledged Collateral). Any such certificate shall be true conclusive and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6binding.

Release of Guarantors. In At any time when the Borrower wishes to cause the Lenders to release a Guarantor from its obligations under the Guaranty Agreement (whether directly or in connection with (x) the designation of a Restricted Subsidiary Guarantor no longer being as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4Non-Restricted Person), the Borrower may request in writing that consent of the Administrative Agent release, Lenders shall be required as described below and upon receipt shall be subject to the other provisions of such request this Section 2.11. (a) For the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: release of (i) such Subsidiary any Guarantor owns no Property included in whose assets are principally comprised of residential or commercial property which is leased or held for the most-recent calculation purposes of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; leasing to unaffiliated third parties or (ii) any Guarantor in which any Loan Party (or Loan Parties in the aggregate) has, at the time of such release, a Subsidiary Investment less than $1,000,000, (iii) Corporate Office Subsidiary incident to it becoming a Non-Restricted Person, or (iv) any Guarantor at the time that such Guarantor enters into a newly-formed Joint Venture with a person which is not an Affiliate of the Loan Parties and transfers all or a substantial portion of its assets to such Joint Venture provided that such Guarantor is a Non-Restricted Person (or simultaneously with the Borrower’s request for such release the Borrower has designated such Guarantor as a “Non-Restricted Person” in compliance with Section 2.11.2), no consent of the Lenders shall be required and such request of the Borrower shall be granted absent an Event of Default or Potential Default, effective on the date specified by the Borrower which shall then not be earlier than five (5) Business Days after the receipt by the Agent of such request; (b) For the release of any Guarantor (not described in existence item (a)(i) hereof) in which any Loan Party (or would occur as a result Loan Parties in the aggregate) has, at the time of such release; , a Subsidiary Investment greater than or equal to $1,000,000 and less than $5,000,000 (iiiexcept Corporate Office Subsidiary, if otherwise applicable), the consent of Required Lenders shall be required; (c) For the representations and warranties made by the Borrower and such Subsidiary release of Hovnanian or any Guarantor (not described in item (a)(i) hereof) in which any Loan Party (or Loan Parties in the Loan Documents aggregate) has, at the time of such release, a Subsidiary Investment greater than or equal to which any $5,000,000 (except Corporate Office Subsidiary, if otherwise applicable), the consent of them is a party, 100% of the Lenders shall be true and correct in all material respects required; and (except in the case d) The designation of a representation or warranty qualified by materiality, in which case Person as a Non-Restricted Person for any reason shall not itself constitute a release of any Guarantor and any such representation or warranty release of such Person from its Guaranty shall be true and correct in all 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.62.11.

Release of Guarantors. In connection with The Banks hereby irrevocably agree that any Guarantor (xother than Parent, Xxxxx Capital or the Company) shall be released from this Agreement following the discharge of the Guarantors’ obligations pursuant to Section 10.03 or upon consummation of any transaction permitted hereunder (including a Subsidiary sale, transfer or disposition of such Guarantor no longer being to a Material Subsidiary Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4other than Parent, the Borrower may request in writing Company, Xxxxx Capital or a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the Administrative Agent releaseextent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company (other than Parent) shall be released if, and upon receipt of such request the Administrative Agent shall releaseat any time after becoming a Guarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; obligations under this Agreement or (ii) no Event remaining a Guarantor would, in the reasonable determination of Default shall then be the Company, result in existence material adverse tax consequences to Parent or would occur any of its Subsidiaries as a result of such release; (iii) the representations and warranties made reasonably determined by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of Company; provided that no such release with the same force and effect as if made on and as of such date except shall occur under clauses (i) or (ii) above, to the extent that such representations and warranties expressly relate solely to Guarantor remains an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case issuer or co-issuer of a representation or warranty qualified by materiality, in which case such representation borrower or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (guarantor under any debt securities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releasesyndicated credit facilities. 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. Lenders The Banks hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent will at the sole cost and expense of the Company or applicable Credit Party, execute and deliver any instruments, documents, and agreements necessary to evidence and confirm the release a Subsidiary of any Guarantor from pursuant to the Subsidiary Guaranty in accordance with foregoing provisions of this Section 4.6paragraph, all without the further consent or joinder of any Bank.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then be in existence or would occur any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the Loan Documents consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be continuing, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the 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) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any such request shall constitute a representation by the Borrower that the matters set forth Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Specified Junior Financing Obligation or any Permitted Refinancing in the preceding sentence (both as respect of any of the date foregoing. Subject to the immediately preceding paragraph 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.611.09, the Guarantees made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Secured Hedge Obligations) hereunder which is accrued and payable shall remain unpaid or unsatisfied.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Guarantor becomes an Excluded Subsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon (x) a Subsidiary Guarantor no longer being a Material Subsidiary the consummation of such sale or transfer or other transaction or (y) becoming an Excluded Subsidiary pursuant to clause (e) of the sale of Equity Interests in a Subsidiary Guarantor permitted definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.410.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided, that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any Indebtedness incurred pursuant to Section 7.03(o), any Permitted Additional Debt, any Junior Financing, any UST Tranche A Facility Indebtedness, UST Tranche B Facility Indebtedness or any Permitted Refinancing of any of the same force and effect as if made on and as of such date except foregoing. Notwithstanding anything herein to the extent that contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such representations Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and warranties expressly relate solely all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to an earlier date clause (in a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which case such representations are accrued and warranties shall payable have been true paid or satisfied, this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Lead Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer Without any further notice or action being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4required by any Person, the Borrower may request in writing that the Administrative Agent releaseany Guarantor, and upon receipt each Subsidiary of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns is also a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyGuarantor, shall be true fully and correct in conditionally released and discharged from all material respects obligations under its Guarantee and this Indenture upon the sale or disposition (except in the case whether by merger, stock purchase, asset sale or otherwise) of a representation Guarantor (or warranty qualified by materialityall of its assets) to an entity which is not a Subsidiary of the Company, or upon the dissolution of any Guarantor, which sale, disposition or dissolution is otherwise in which case compliance with this Indenture, such representation or warranty Guarantor shall be true and correct in all respects) on and as deemed released from its obligations under its Guarantee of the date of Securities; provided, however, that any such release with the same force and effect as if made on and as of such date except termination shall occur only to the extent that all obligations of such representations Guarantor under all of its guarantees of, and warranties expressly relate solely to an earlier date (in under all of its pledges of assets or other security interests which case secure any Indebtedness of the Company shall also terminate upon such representations sale, disposition or dissolution. The releases and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 discharges set forth in the preceding sentence (both as first paragraph of this Section 10.5 shall be effective on the date of consummation thereof. At the giving of such written request and as of the date of Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such request) are true releases and correct with respect discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.610.5. Notwithstanding the foregoing provisions of this Article 10, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.5 may elect, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is Section 6.06 (other than Section 6.06(f)) at such time and (iii) a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection (a) If, in compliance with the terms and provisions of the Loan Documents (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) and subject to the sale terms of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4any applicable Intercreditor Agreement, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such any Guarantor ceases to be a Restricted Subsidiary Guarantor owns no Property included in the most-recent calculation pursuant to a transaction or designation permitted by this Agreement or upon consummation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseGroup Refinancing Transactions; (ii) no Event any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of Default shall then or is merged into or with the Company, a Permitted Affiliate Parent, another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (iv) [Reserved]; (v) a Guarantor is prohibited or restricted by applicable law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in existence part to the extent it is necessary to achieve compliance with such prohibition or would occur restriction; (vi) such Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II (provided that such releaseGuarantor is not under any obligation to pay principal and/or interest on the Facilities); (iiivii) such Guarantor resigns as a result of, and in connection, with any Solvent Liquidation; and (viii) upon termination of the representations Aggregate Commitments and warranties made by the Borrower and payment in full of all Obligations,(any such Subsidiary Guarantor in the Loan Documents (i) to which any of them is (viii) above, a party“Transferred Guarantor”), shall be true such Transferred Guarantor and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in sale of all respects) on and as of the date Equity Interests of the Transferred Guarantor) its Restricted Subsidiaries shall, upon the consummation of such release with the same force sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, the pledge of or security interest in which case such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to clauses (a) and (b) of this Section 11.09, the guarantees made herein shall remain in full force and effect so long as any Lender shall have received such written request at least ten any Commitment hereunder, any Loan or other Obligation (10other than (i) Business Days contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such shorter period as may be Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agentapplicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) prior In connection with, and upon the consummation of, the Group Refinancing Transactions, any Guaranty of Cable & Wireless Limited (to the requested date extent that it is not the New Intermediate Holdco) and C&W Communications shall automatically be released. (e) In the event of release. Delivery by a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Borrower Company, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (f) The Administrative Agent shall be authorized to enter into any documents desirable to evidence or document such release of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as Guaranty and resignation 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor.

Release of Guarantors. (a) Notwithstanding anything in Section 9.02(b) to the contrary, (I) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (x) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Parent Borrower, (y) in the case of any Discretionary Guarantor, the Parent Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Parent Borrower, (i) such Discretionary Guarantor is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Indebtedness of such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary that is not a Loan Party for purposes of this Agreement, in each case as certified by a Responsible Officer of the Parent Borrower, and/or (z) upon the occurrence of the Termination Date and (II) upon the consummation of the Performance Chemicals Sale, (I) the Performance Chemicals Companies shall automatically be released from their obligations hereunder (and their Loan Guaranty shall be automatically released) and all liens on their assets released and terminated and (II) CPQ shall automatically be released from its Loan Guaranty and all pledges of equity interests of all of the Performance Chemicals Companies shall be released and terminated. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release, such Subsidiary Guarantor from . Any execution and delivery of documents pursuant to the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation preceding sentence of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent’s authority to execute and deliver such documents). (b) As of the Performance Chemicals Sale Closing Date, Ecovyst agrees that it shall be the “Parent Borrower” under this Agreement and the other Loan Documents in the place and stead of PQ. As of the Performance Chemicals Sale Closing Date, PQ shall be released and discharged from the Loan Documents. Ecovyst acknowledges that it shall not be relieved or discharged from any obligations under or in connection with the Loan Guaranty that arise or are attributable to the period on or prior to the requested date Performance Chemicals Sale Closing Date. (c) As of releasethe Performance Chemicals Sale Closing Date, CPQ hereby irrevocably transfers and assigns to Midco, and Midco hereby irrevocably accepts and assumes from CPQ, all of CPQ’s past, present and future rights, titles, interests, duties and obligations in, to and under the Loan Documents (such assignment, the “Holdings Assignment”). Delivery By virtue of this Agreement, as of the Performance Chemicals Sale Closing Date and upon consummation of the Midco Transactions, Midco (x) agrees that it shall be “Holdings” under this Agreement and the other Loan Documents in the place and stead of CPQ, (y) further undertakes and agrees from and after the Performance Chemicals Sale Closing Date to pay, perform and discharge when and as due each and every past, present and future duty and obligation of “Holdings” arising under or in connection with this Agreement and of CPQ under the other Loan Documents and (z) agrees that it is bound by all of the Borrower to terms, conditions and provisions contained in this Agreement and the other Loan Documents. Without limiting the foregoing, upon consummation of the Midco Transactions, Midco hereby agrees that it assumes all of the obligations of CPQ under the Loan Guarantee and does hereby grant of the Administrative Agent for the benefit of any such request shall constitute the Secured Parties a representation by the Borrower that the matters set forth security interest in all of its Collateral (as defined in the preceding sentence (both as Security Agreement), including, without limitation, its equity interest in Ecovyst, to secure the payment and performance of the date Obligations. As of the giving of such request Performance Chemicals Sale Closing Date and as upon consummation of the date of the effectiveness of such request) are true Midco Transactions, CPQ shall be released and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor discharged from the Subsidiary Guaranty in accordance with this Section 4.6Loan Documents.

Release of Guarantors. In connection with Notwithstanding the requirements set forth in clause (xa) a Subsidiary Guarantor no longer being a Material Subsidiary or of this Section 6.15: (yi) in the event that (i) the sale Borrower or the Parent has received at least two (2) Investment Grade Ratings and (ii) the Borrower requests that the Subsidiary Guarantors be released from the Credit Documents, then the Subsidiary Guarantors shall be automatically released from the Credit Documents (the “Release”), provided that such Subsidiary Guarantors are also released from any guarantees of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4other then existing senior notes and other senior unsecured indebtedness of the Borrower or Parent. In such an event, the Borrower may request in writing that will notify the Administrative Agent releasethat, and upon receipt of pursuant to this Section 6.15(b), such request Person shall be released and, in accordance with Section 9.11, the Administrative Agent shall release(to the extent applicable) deliver to the Credit Parties such documentation as is reasonably necessary to evidence the Release; or (ii) to the extent the Borrower provides a written request to the Administrative Agent that a Subsidiary Guarantor be released from its Guaranties pursuant to the Credit Documents in conjunction with the simultaneous or substantially simultaneous qualification of such Subsidiary Guarantor as an Excluded Subsidiary or pursuant to a disposition permitted by Section 7.05, then, following the Administrative Agent’s receipt of such notice (and so long as no Default or Event of Default shall have occurred and be continuing on the date of the Administrative Agent’s receipt of such notice or as a result of the release of such Subsidiary Guarantor), such Subsidiary Guarantor shall be automatically released from its respective Guaranties pursuant to the Subsidiary Guaranty Credit Documents (it being understood and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns agreed that no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a an Unencumbered Property included shall be released unless such Unencumbered Property is first withdrawn from the Unencumbered Property Pool in accordance with Section 6.16(b). Notwithstanding the most-recent calculation of Borrowing Base; foregoing, (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iiiA) the representations and warranties made by Obligations shall remain a senior unsecured obligation, pari passu with all other senior unsecured Indebtedness of the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true Parent and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsB) 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 following any such request shall constitute a representation by the Borrower that the matters set forth Release an otherwise released or to be released Subsidiary Guarantor is obligated in the preceding sentence (both as respect of the date of the giving outstanding recourse Indebtedness, any Real Property Assets of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with shall not be deemed an Eligible Unencumbered Property for purposes of this Section 4.6Credit Agreement.

Release of Guarantors. In connection with Each of the Additional Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (xa) a an Additional Subsidiary Guarantor no longer being a Material does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (yc) all or substantially all of the sale assets of Equity Interests in a such Additional Subsidiary Guarantor permitted under Section 10.4, or all of the Borrower may request in writing that the Administrative Agent release, and upon receipt capital stock of such request Additional Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Administrative Agent shall releaseCompany or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor from or the Subsidiary Guaranty and any corporation acquiring such assets (in the event of a sale or other applicable Security Documents so long as: (i) disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor owns no Property included Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in the most-recent calculation respect of the Borrowing BaseIndenture and this Subsidiary Guarantee of the Note, nor any Equity Interest in any and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Additional Subsidiary Guarantor that owns has no liabilities or obligations resulting from a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of demand on such release; (iii) the representations and warranties made by the Borrower and such Additional Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor’s Guarantee.

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to such Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time, (iii) the representations and warranties made by such Subsidiary is or becomes an Excluded Subsidiary for a bona fide legitimate business purpose of the Borrower and its Restricted Subsidiaries and not for the primary purpose of causing such Subsidiary to be released as a Subsidiary Guarantor in and/or evading the Loan Documents to which any of them is a party, shall be true Collateral and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); Guarantee Requirement and (iv) a Responsible Officer of the applicable Borrower certifies to the Administrative Agent compliance with preceding clauses (i), (ii) and (iii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Loan Party shall automatically be released from its obligations hereunder (and its Loan Guarantee shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Loan Party ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Loan Party that qualifies as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower. Notwithstanding the forgoing, no Subsidiary Loan Party shall be automatically released from its Guarantee (and related Collateral security) solely by virtue of such Person becoming an Excluded Subsidiary pursuant to clause (b) of the definition of “Excluded Subsidiary” other than as a result of a transaction permitted under this Agreement that was done for a bona fide business purpose and not in contemplation of adversely affecting the Secured Parties’ interests in the Guarantees and Collateral. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such Subsidiary Guarantor from documents requested by any Loan Party, upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation request of the Borrowing BaseAdministrative Agent, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and such Subsidiary Guarantor in delivery of any document pursuant to the Loan Documents to which any preceding sentence of them is a party, this Section 9.23 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor no longer being a Material becomes an Excluded Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any such Subsidiary Guarantor from described in the Subsidiary Guaranty and any other applicable Security Documents so long as: foregoing clause (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; or (ii) no Event of Default shall then be in existence or would occur as ), a result “Released Guarantor”), such Released Guarantor shall, upon the consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received and the Collateral Agent shall, at such written request at least ten (10) Business Days (or Released Guarantor’s expense, take such shorter period actions as may be acceptable are necessary to effect each release described in this Section 11.10 in accordance with 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 relevant provisions of the date Collateral Documents. Upon the Discharge of Obligations, this Agreement, the giving of such request other Loan Documents and as of the date of the effectiveness of such request) are true and correct guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestDischarge of Obligations pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary Guarantor owns no Property included in or (C) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Borrower has elected to designate such Subsidiary Guarantor that owns as a Property included in the most-recent calculation of Borrowing BaseDesignated Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such releaserelease (including after giving pro forma effect to the removal of any Asset from the calculation of Consolidated Total Adjusted Unencumbered Asset Value as a result thereof); (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (iv) the Administrative Agent shall have received such written request at least ten (10) 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) Upon the sale or disposition (including by merger or stock purchase) of Equity Interests a Guarantor (other than the Parent) as an entirety to an entity which is not and is not required to become a Guarantor, or the designation of a Guarantor (other than the Parent) to become an Unrestricted Subsidiary, which transaction is otherwise in a Subsidiary Guarantor permitted under Section 10.4compliance with this Indenture (including, without limitation, the Borrower may request in writing that the Administrative Agent release, and upon receipt provisions of such request the Administrative Agent shall releaseSection 4.13, such Subsidiary Guarantor shall be deemed released from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation its obligations under its guarantee of the Borrowing BaseNotes; provided, nor however, that any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default such termination shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except only to the extent that all obligations of such representations Guarantor under all of its guarantees, and warranties expressly relate solely to an earlier date (in under all of its pledges of assets or other security interests which case secure, any of the Company's or the Parent's Indebtedness or Indebtedness of any other of their respective Subsidiaries shall also terminate upon such representations release, sale or transfer and warranties shall have been true and correct in all material respects (except in none of its Equity Interests are pledged for the case benefit of a representation any holder of any of the Company's or warranty qualified the Parent's Indebtedness or any Indebtedness of any of their respective Subsidiaries. Upon delivery by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Company to the Administrative Agent) prior Trustee of an Officer's Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall constitute remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a representation by the Borrower that the matters set forth in the preceding sentence limited period of time), and (both as ii) any Subsidiary of the date Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6time).

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document) shall be automatically released) (i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) a Subsidiary Guarantor it is no longer being a Material Subsidiary direct or indirect subsidiary of the Borrower or (y) after giving pro forma effect to such release and the sale consummation of Equity Interests the relevant transaction, the Borrower is deemed to have made a new Investment in a Subsidiary Guarantor such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 10.46.05 (it being understood, this proviso shall not limit the release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the definition thereof)) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) it is no longer a direct or indirect subsidiary of the Borrower or (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower may request is deemed to have made a new Investment in writing such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 6.05 (it being understood, this proviso shall not limit the release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the Administrative Agent definition thereof). In connection with any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, such Subsidiary Guarantor from that upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation request of the Borrowing BaseAdministrative Agent, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and such Subsidiary Guarantor in delivery of any document pursuant to the Loan Documents to which any preceding sentence of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Lead Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns (other than the Company) are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) and the representations other Loan Documents, including its obligations to pledge and warranties made grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in substantially all respects) on and as of the date Equity Interests of the Transferred Guarantor, the pledge 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 Equity Interests to the Administrative Agent or the Mexican Collateral Agent, as applicable, pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent or the Mexican Collateral Agent, as applicable, shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement (x) if such request Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (c) of the definition thereof shall constitute a representation by only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be continuing, (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 type, the Borrower that the matters set forth is deemed to have made a new Investment in the preceding sentence such Person for purposes of Section 7.02 (both as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the date Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2), (y) if such Subsidiary Guarantor becomes a Non-Recourse Subsidiary, shall only be permitted if at the time such Guarantor becomes a Non-Recourse Subsidiary (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to such release and the consummation of the giving of transaction that cases such request Person to be a Non-Recourse Subsidiary, the Borrower is in compliance with the Ratio Mortgage Requirement and as (3) a Responsible Officer of the date Borrower certifies to the Administrative Agent compliance with the immediately preceding clauses (1) and (2) and (z) if such Subsidiary Guarantor becomes an Immaterial Subsidiary, shall only be permitted if the Borrower has provided written notice to the Administrative Agent that such Subsidiary Guarantor (1) has become an Immaterial Subsidiary and (2) shall no longer guaranty the obligations under this Agreement; provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the effectiveness Existing Senior Secured Facility, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing in respect of such request) are true any of the foregoing. Upon Payment in Full, this Agreement and correct the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (a) A Guarantor shall automatically be released and discharged in full from its obligations under the Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary any termination or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4release pursuant to this Section, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, such Subsidiary the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Guarantor from its obligations under the Subsidiary Guaranty if, as of the time such Guarantor is released and immediately after giving effect thereto, the Guaranty of such Guarantor is not required by Section 5.09. (c) At such time as the principal and interest with respect to all Loans and all other monetary payment Obligations which are then due and payable (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) have been paid in full and all Commitments and Letters of Credit have terminated or expired (or cash collateral has been provided, or other satisfactory arrangements have been made, with respect thereto pursuant to Section 2.05(c)) and all LC Disbursements have been reimbursed (such time, the “Facility Termination”), the Guaranty and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate and be released and discharged in full, all without delivery of any other applicable Security Documents so long as: instrument or performance of any act by any Person. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (i) or such Subsidiary Guarantor owns no Property included longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in the most-recent calculation effect during which any payment in respect of the Borrowing BaseObligations guaranteed thereby can be annulled, nor avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any Equity Interest portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence Guarantor, or would occur upon or as a result of such release; (iii) the representations and warranties made by appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower and or any Guarantor or any substantial part of its property, or otherwise, all as though such Subsidiary Guarantor in the Loan Documents to which payment had not been made; provided, however, that any of them is a party, such reinstated guarantee shall be true and correct released immediately upon the Obligations being indefeasibly paid in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6full.

Release of Guarantors. In connection with (xa) Notwithstanding anything to the contrary in any Loan Document, if (i) a Subsidiary (other than the Lead Borrower) is a Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur solely as a result of its designation as a Designated Borrower hereunder or because it was designated as a Guarantor pursuant to Section 5.9(a), and (ii) (x) such release; designation as a Designated Borrower is terminated in accordance with the terms of this Agreement, (iiiy) such Person ceases to be (or substantially simultaneously with its release as a Guarantor will cease to be) a Subsidiary, or (z) the representations and warranties made by the Lead Borrower and elects in writing to cause such Subsidiary to cease to be a Guarantor (in the case of clauses (x) and (z), so long as (A) no Default or Event of Default exists immediately before and immediately after giving effect to the release of such Subsidiary from its Guaranty and (B) Liens incurred on the assets of such Subsidiary in reliance on clause (l) of Section 6.2 would be permitted at the time of such release (and thenceforth shall be deemed) to be incurred in reliance on the other clauses of Section 6.2), then on and after the date that such Subsidiary ceases to be a Subsidiary, or a Designated Borrower or Guarantor hereunder, such Guarantor may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from all of its obligations under this Agreement and the other Loan Documents to which any of them it is a party, and thereafter such Person shall no longer constitute a Guarantor under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, and in addition to any release pursuant to the immediately preceding sentence, any Guarantor shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except released from its Guaranty to the extent provided in the Guaranty to which it is a party, and each Guaranty shall automatically be released upon termination of the Commitments and payment in full of all Obligations (other than indemnities and other contingent obligations with respect to which no claim for reimbursement has been made and Letters of Credit that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and correct in all material respects the Lead Borrower, or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank). (except in b) At the case request of a representation or warranty qualified by materialitythe Lead Borrower, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received shall, at the Lead Borrower’s expense, execute such written request at least ten (10) Business Days (or such shorter period additional documents as may be acceptable are necessary to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of acknowledge 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.69.17 and in accordance with the applicable Guaranty, so long as the Lead Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Lead Borrower, certifying as to satisfaction of the applicable requirements set forth in this Section 9.17 and the release or subordination, as applicable, of such Guaranty or Collateral in compliance with this Agreement and the applicable Loan Document.

Release of Guarantors. In connection (a) If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Capital Stock or property of any Subsidiary Guarantor no longer being are sold or otherwise transferred as permitted under this Agreement, to a Material Subsidiary Person or Persons, none of which is a Loan Party or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under Section 10.4, this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the Borrower may request in writing that pledge of such Capital Stock to the Administrative Agent releasepursuant to the Security Documents shall be automatically released, and upon receipt of and, so long as the Borrower shall have provided the Administrative Agent such request certifications or documents as the Administrative Agent shall releasereasonably request, the Administrative Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section in accordance with the relevant provisions of the Security Documents; provided that no such release under clause (ii) above shall occur if such Subsidiary Guarantor from continues to be a guarantor in respect of any agreement, document or instrument evidencing any Incremental Equivalent Debt, any Refinancing Debt, any Material Subordinated Debt or any Permitted Refinancing Indebtedness of any of the Subsidiary Guaranty and foregoing, or has otherwise guaranteed or given assurances of payment or performance under or in respect of any other applicable Security Documents so long as: such Indebtedness of the Borrower. (b) The Guaranteed Parties hereby agree that upon the occurrence of (i) such Subsidiary Guarantor owns no Property included in the mostSpin-recent calculation of Off pursuant to the Borrowing BaseForm 10 filed by the Borrower with the SEC on September 7, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; 2016, as amended on November 2, 2016 and as further amended on February 3, 2017, April 12, 2017, April 27, 2017 and May 4, 2017 and (ii) no Event to the extent the Borrower and any of Default shall then be in existence or would occur as a result its subsidiaries have guaranteed the Parent Debt, the release of such release; (iii) the representations and warranties all guarantees made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct its subsidiaries in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as respect of the Parent Debt (the date of such release with on which the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 events set forth in the preceding sentence foregoing clauses (both as i) and (ii) shall have occurred, the “Parent Guaranty Release Date”), Parent shall be automatically released from its obligations under the Parent Guaranty and cease to be a guarantor 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Obligations without any further action or notice.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any such request shall constitute a representation by the Borrower that the matters set forth Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt, any Incremental Equivalent Debt, any Junior Financing or any Permitted Refinancing in the preceding sentence (both as respect of any of the date foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor no longer being a Material becomes an Excluded Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any such Subsidiary Guarantor from described in the Subsidiary Guaranty and any other applicable Security Documents so long as: foregoing clause (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; or (ii) no Event of Default shall then be in existence or would occur as ), a result “Released Guarantor”), such Released Guarantor shall, upon the consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent and the Collateral Agent shall, at such Released Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. Upon the Discharge of Obligations, this Agreement, the other Loan Documents and the guarantees made herein shall have received terminate with respect to all Obligations, except with respect to Obligations that expressly survive such written request Discharge of Obligations pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at least ten (10) Business Days (each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents. Any execution and delivery of any document pursuant to the preceding sentence of this Section 11.10 shall be without recourse to or such shorter period as may be acceptable to warranty by 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Release of Guarantors. In The Note Guarantee of any Guarantor will be automatically and unconditionally released and discharged upon any of the following: (a) a sale or other disposition of Capital Stock (including by way of consolidation or merger) of such Guarantor following which it is no longer a direct or indirect Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary); (b) the designation by the Company of such Guarantor as an Unrestricted Subsidiary; (c) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee, including the release or discharge of the guarantee of such Guarantor of the Credit Agreement, excluding any such release or discharge in connection with the refinancing or replacement of the Credit Agreement and such Guarantee; (xd) a Subsidiary Guarantor no longer being a Material Subsidiary defeasance or discharge of the Notes, as provided in Article 8 hereof; (ye) the sale release, other than the discharge through payment by the Guarantor, of Equity Interests all other Guarantees by such Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary, excluding any such release or discharge in a Subsidiary Guarantor permitted connection with the refinancing or replacement of such Debt and such Guarantee; or (f) the occurrence of an event requiring such termination under Section 10.4the terms of the Intercreditor Agreement; and in each such case, prior to release and discharge or such Note Guarantee, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent Issuers shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except have delivered to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty Trustee in accordance with Section 12.02 an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either an Issuer or a Guarantor in order to evidence the release, discharge and termination of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Section 4.6Article 10.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns (other than the Company) are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) and the representations other Loan Documents, including its obligations to pledge and warranties made grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement (x) if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (c) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be continuing, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2), (y) if such Subsidiary Guarantor becomes a Non-Recourse Subsidiary, shall only be permitted if at the time such Guarantor becomes a Non-Recourse Subsidiary (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to such release and the consummation of the transaction that cases such Person to be a Non-Recourse Subsidiary, the Borrower is in compliance with the Ratio Mortgage Requirement and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with the immediately preceding clauses (1) and (2) and (z) if such Subsidiary Guarantor becomes an Immaterial Subsidiary, shall only be permitted if the Borrower has provided written notice to the Administrative Agent that such Subsidiary Guarantor (1) has become an Immaterial Subsidiary and (2) shall no longer guaranty the obligations under this Agreement; provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Senior Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing in respect 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 foregoing. Upon Payment in Full, this Agreement and the giving of such request and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection with (xa) A Note Guarantee of a Subsidiary Guarantor no longer being will be unconditionally and automatically released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation, merger, dividend, distribution or otherwise) by such Guarantor to any Person that is not a Material Subsidiary Guarantor or the Issuer of all or substantially all of the properties and assets of such Guarantor; (y2) any Transfer directly or indirectly (including, without limitation, by way of consolidation , merger, dividend, distribution or otherwise) to any Person that is not a Guarantor or the sale Issuer of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; (3) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of a Subsidiary Guarantor; or (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine. (b) No such release or discharge of a Note Guarantee of a Guarantor permitted under Section 10.4shall be effective against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, upon which the Borrower may Trustee shall have the right to conclusively rely, stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with. At the request in writing that and expense of the Administrative Agent releaseIssuer, and upon receipt being provided an Officer’s Certificate and Opinion of Counsel, the Trustee shall execute and deliver an instrument evidencing such release. (c) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request and expense of the Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel that a Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such request the Administrative Agent shall release, such Subsidiary Guarantor from its Guarantee complies with this Indenture, the Subsidiary Guaranty and Trustee shall execute any other applicable Security Documents so long as: (i) such Subsidiary documents reasonably requested by either the Issuer or a Guarantor owns no Property included in order to evidence the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result release of such release; Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten (iii) it being understood that the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents failure to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 obtain any such request instrument 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 not impair any automatic release pursuant to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.610.03).

Release of Guarantors. In connection with At the request and sole expense of the Borrower and the MLP: any Subsidiary of the MLP that is a Guarantor shall be released from its obligations hereunder in the event that (xa) all of the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a Subsidiary Guarantor no longer being a Material Subsidiary transaction permitted by the Credit Agreement or (yb) such Subsidiary does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture), or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of each of the Borrower and the MLP for release identifying the relevant Guarantor and the terms of the sale or other disposition or release from such guaranty, as the case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that at the time of Equity Interests in such release, after giving effect to any other Subsidiary of the MLP becoming a Subsidiary Guarantor permitted under Section 10.4party hereto, the Borrower may request and the MLP are in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation compliance with Section 5.11 of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) Credit Agreement and no Event of Default shall then be in existence exists or would occur exist as a result of such release; (iii) the representations and warranties made by the Borrower and provided further that if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case not released from such representation or warranty shall be true and correct in all respects) on and as of the date guarantee of such release with the same force and effect as if made on and as Covered Material Indebtedness within five (5) days of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to Subsidiary’s release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder)) and/or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing Base, nor any Equity Interest in Termination Date and (b) any Subsidiary Guarantor that owns a Property included qualified as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower; provided that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the most-recent calculation of Borrowing Base; (ii) no Event of Default definition thereof shall then only be in existence or would occur as a result permitted if at the time such Guarantor becomes an Excluded Subsidiary of such release; type 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 type, the Borrower (iiior its applicable Subsidiary) is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s (or its applicable Subsidiary’s) Capital Stock therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them Investment is a partypermitted under this Agreement at such time. In connection with any such release, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests or property of any Subsidiary Guarantor no longer being are sold or otherwise transferred as permitted under this Agreement, to a Material Subsidiary person or persons, none of which is a Loan Party or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releasebecomes an Excluded Subsidiary, such Subsidiary Guarantor from shall, upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date pledge 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 Equity Interests to the Administrative Agent of any such request pursuant to the Collateral Documents shall constitute a representation by be automatically released, and, so long as the Borrower that shall have provided the matters set forth Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the preceding sentence (both as relevant provisions of the date Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the giving of such request and as Senior Notes or any Junior Financing with a principal amount in excess of the date Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the effectiveness Outstanding Amount of such request) are true which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and correct the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the The Administrative Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the First Lien Secured Obligations, any Second Lien Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt, any Incremental Equivalent Debt, any Junior Financing or any Permitted Refinancing in respect 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 foregoing. Notwithstanding anything to the contrary contained herein, a Guarantor shall be automatically released from its obligations under all of the giving Loan Documents upon its release under the First Lien Loan Documents (other than in connection with the Discharge of such request and as First Lien Credit Agreement Obligations) to the extent required pursuant to the terms of the date of Closing Date Intercreditor Agreement. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long 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 Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement and the other Loan Documents if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the First Lien Secured Obligations, any Permitted Second Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Incremental Equivalent Debt, any Junior Financing, any Permitted Debt Exchange Notes or any Permitted Refinancing in respect 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 foregoing. Notwithstanding anything to the contrary contained herein, a Guarantor shall be automatically released from its obligations under all of the giving Loan Documents upon its release under the First Lien Loan Documents (other than in connection with the Discharge of such request and as First Lien Credit Agreement Obligations) to the extent required pursuant to the terms of the date of Closing Date Intercreditor Agreement. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Credit Documents, (xi) a Subsidiary the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer being constitutes a Material Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Restricted Subsidiary, (ii) any Restricted Subsidiary is designated as or becomes an Excluded Subsidiary (provided, that, notwithstanding the foregoing, a Guarantor that is a Credit Party shall not be released from its Guarantee hereunder solely due to becoming an Excluded Subsidiary of the type described in clause (g) of the definition thereof due to a disposition of less than all of the Equity Interests of such Guarantor to an Affiliate of any Credit Party unless as a result of a joint venture or other strategic transaction entered into for a bona fide business purpose), or (iii) any Restricted Subsidiary that is a Credit Party is merged, consolidated, liquidated or dissolved in accordance with Section 10.05 and is not the surviving entity of such transaction (a “Liquidated Subsidiary”), such Transferred Guarantor, Excluded Subsidiary or Liquidated Subsidiary, as applicable, upon the consummation of such sale, transfer or designation of such Person as an Excluded Subsidiary or merger, consolidated, dissolution or liquidation, as applicable, shall be automatically released from its obligations under this Agreement (yincluding under Section 13.03 hereof) and the sale other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interests in a any Transferred Guarantor or any Unrestricted Subsidiary Guarantor permitted under Section 10.4to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Borrower may request in writing that the Administrative Agent release, and upon receipt of Agents such request the Administrative certifications or documents as any Agent shall releasereasonably request, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Collateral Agent shall have received take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are necessary 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 effect and evidence each release described 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Section 4.6Agreement.

Release of Guarantors. In connection with (xa) Without further notice or action being required by any Person, but subject to Section 10.1, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor no longer being a Material Subsidiary or Guarantor, shall be fully and conditionally released and discharged from all obligations under its Obligor Guarantee and this Indenture, upon (yi) the sale or other disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, all of the Borrower may request in writing that the Administrative Agent release, and upon receipt assets or properties of such request the Administrative Agent shall releaseGuarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation or 50% or more of the Borrowing Base, nor equity interests of any Equity Interest in any Subsidiary such Guarantor that owns a Property included in or Persons other than the most-recent calculation of Borrowing Base; Company and their Subsidiaries or (ii) no Event the consolidation or merger of Default shall then be in existence any such Guarantor with any Person other than the Company or would occur a Subsidiary of the Company, if, as a result of such releaseconsolidation or merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, provided, that, in either such case, the proceeds of any such sale, disposition, merger or consolidation are applied in accordance with this Indenture; or (iii) the representations a defeasance as provided in Article 15 hereof. (b) The releases and warranties made by the Borrower and such Subsidiary Guarantor discharges set forth in the Loan Documents to which any of them is a party, Section 17.13(a) shall be true and correct in all material respects effective (except i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 17.13(a) by virtue of a representation sale, disposition, consolidation or warranty qualified by materialitymerger, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force consummation thereof and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except ii) in the case of a representation or warranty qualified by materialityreleases and discharges effected pursuant to clause (iii) of Section 17.13(a), in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) upon the Administrative Agent shall have received such date of defeasance. At the written request at least ten (10) Business Days (or such shorter period as may be of the Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Administrative Agent) Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed 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 releases and correct with respect discharges as set forth above, necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.617.13. (c) Notwithstanding the foregoing provisions of this Article 17, (i) any Guarantor whose Obligor Guarantee would otherwise be released pursuant to the provisions of this Section 17.13 may elect, by written notice to the Trustee, to maintain such Obligor Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Obligor Guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. In connection with Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of any Subsidiary to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary owning such Subsidiary) to a Person other than the Company or a Subsidiary Guarantor no longer being in a Material Subsidiary transaction permitted under the terms of this Agreement or (y) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, because such Subsidiary Guarantor from has become an Excluded Subsidiary, and, in other case, shall deliver to the Subsidiary Guaranty and any other applicable Security Documents so long as: holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale, other disposition or such designation of such Subsidiary Guarantor owns no Property included in as an Excluded Subsidiary will comply with the most-recent calculation terms of the Borrowing Basethis Agreement, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) such Subsidiary shall not be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under the Material Agreements, (B) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (C) no amount is then be due and payable under such Subsidiary Guaranty and (D) if in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and connection with such Subsidiary Guarantor in being released and discharged under any Material Agreement any fee or other form of consideration is given to any holder of Indebtedness under such Material Agreement for such release, the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as holders of the date of such release with Notes shall receive equivalent consideration substantially concurrently therewith. In the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 event of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as release, for purposes of the date of the giving Section 10.6, all Indebtedness of such request and as of the date of the effectiveness of Subsidiary shall be deemed to have been incurred concurrently with such request) are true and correct with respect release. Waters Corporation First Amendment to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.Note Purchase Agreement

Release of Guarantors. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (a) A Guarantor shall automatically be released and discharged in full from its obligations under the Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary any termination or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4release pursuant to this Section, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, such Subsidiary the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Guarantor from its obligations under the Subsidiary Guaranty if, as of the time such Guarantor is released and immediately after giving effect thereto, the Guaranty of such Guarantor is not required by Section 5.09. (c) At such time as the principal and interest with respect to all Loans and all other monetary payment Obligations which are then due and payable (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) have been paid in full and all Commitments have been terminated or expired (such time, the “Facility Termination”), the Guaranty and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate and be released and discharged in full, all without delivery of any other applicable Security Documents so long as: instrument or performance of any act by any Person. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (i) or such Subsidiary Guarantor owns no Property included longer period under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in the most-recent calculation effect during which any payment in respect of the Borrowing BaseObligations guaranteed thereby can be annulled, nor avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any Equity Interest portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence Guarantor, or would occur upon or as a result of such release; (iii) the representations and warranties made by appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower and or any Guarantor or any substantial part of its property, or otherwise, all as though such Subsidiary Guarantor in the Loan Documents to which payment had not been made; provided, however, that any of them is a party, such reinstated guarantee shall be true and correct released immediately upon the Obligations being indefeasibly paid in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6full.

Release of Guarantors. In connection with If on any date subsequent to the Closing Date, (xa) (i) all of the Subordinated Debt is rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or if either such entity ceases to rate the Subordinated Debt for reasons outside of the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower as a Subsidiary Guarantor no longer being a Material Subsidiary replacement agency) or (yii) the sale Borrower’s non-credit enhanced senior unsecured debt is rated Baa2 or better by Xxxxx’x and BBB or better by S&P (or if either such entity ceases to rate the Borrower’s non-credit enhanced senior unsecured debt for reasons outside of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower may request in writing that as a replacement agency) and (b) no Default or Event of Default shall have occurred and be continuing before and after giving effect thereto, then (i) the Administrative Agent Guaranty of each Subsidiary hereunder will be released if, upon such release, the Guarantees under the documentation governing all other Indebtedness of the Borrower would be concurrently released; provided that (1) in the event that all such Guarantees of other Indebtedness of the Borrower are not concurrently released then each Subsidiary whose Guarantee of other Indebtedness of the Borrower was not concurrently released will Guarantee the Obligations on the terms and upon receipt conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08 and (2) in the event that any Subsidiary that is a Domestic Subsidiary (other than an Immaterial Subsidiary) thereafter Guarantees any other Indebtedness of such request the Administrative Agent shall releaseBorrower (or if any released Guarantee under any of the documentation governing any other Indebtedness of the Borrower is reinstated or renewed), then, such Subsidiary Guarantor from will Guarantee the Subsidiary Guaranty Obligations on the terms and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included conditions set forth in Article IV pursuant to the most-recent calculation of documentation and within the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; time period required by Section 7.08 and (ii) no Event Subsidiary thereafter acquired or created will be required to provide a Guaranty hereunder unless such Subsidiary Guarantees any other Indebtedness of Default the Borrower. Notwithstanding the foregoing, if the ratings assigned to (i)(A) any of the Subordinated Debt by any such rating agency should be or subsequently decline to below Baa3 or BBB-, respectively and (B) the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, or (ii) if the Borrower shall no longer be able to obtain ratings with respect to its Subordinated Debt, due to repayment of the Subordinated Debt or otherwise, the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, then the Subsidiaries (other than those Subsidiaries excused pursuant to Section 7.08(b)) will Guarantee the Obligations on the terms and conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08(a), and from that date forward, the “Guaranty Release Date” shall be deemed not to have occurred until the conditions set forth in existence clauses (a) and (b) above are satisfied once again. If all of the Equity Interests of any Guarantor hereunder shall be sold or would occur otherwise disposed of (including by merger or consolidation) in a transaction permitted by this Agreement, the Guaranty of such Guarantor hereunder shall be automatically discharged and released upon receipt by the Administrative Agent of a certificate from the Borrower certifying that such Guarantor has been sold or otherwise disposed of as a result of a transaction permitted hereunder. The Guaranty of Holdings will be released at such release; (iii) the representations time as Holdings is merged with and warranties made by into the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this the terms of Section 4.68.04(c).

Release of Guarantors. In connection with (xa) Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor no longer being a Material Subsidiary or Guarantor, shall be fully and conditionally released and discharged from all obligations under its guarantee and this Indenture, upon (yi) the sale or other disposition of all or substantially all of the assets or properties of such Guarantor, or 50% or more of the Equity Interests in a Subsidiary of any such Guarantor permitted under Section 10.4, to Persons other than the Borrower may request in writing that the Administrative Agent release, Company and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; their Subsidiaries or (ii) no Event the consolidation or merger of Default shall then be in existence any such Guarantor with any Person other than the Company or would occur a Subsidiary of the Company, if, as a result of such releaseconsolidation or merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, PROVIDED that, in either such case, the Net Cash Proceeds of such sale, disposition, merger or consolidation are applied in accordance with Section 4.14 of this Indenture; or (iii) the representations a Legal Defeasance or Covenant Defeasance, as set forth in Article VIII. (b) The releases and warranties made by the Borrower and such Subsidiary Guarantor discharges set forth in the Loan Documents to which any of them is a party, Section 12.5(a) shall be true and correct in all material respects effective (except i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 12.5(a) by virtue of a representation sale, disposition, consolidation or warranty qualified by materialitymerger, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force consummation thereof and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except ii) in the case of a representation releases and discharges effected pursuant to clause (iii) of Section 12.5(a), upon the date of Covenant Defeasance or warranty qualified by materialityLegal Defeasance, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) as applicable. At the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be of the Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Administrative Agent) Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or 91 implementing any releases or discharges to be executed 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 releases and correct with respect discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.612.5. (c) Notwithstanding the foregoing provisions of this Article XII, (i) any Guarantor whose guarantee would otherwise be released pursuant to the provisions of this Section 12.5 may elect, by written notice to the Trustee, to maintain such guarantee in effect notwithstanding the event or events that otherwise would cause the release of such guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. In connection with (xa) a Subsidiary Guarantor If no longer being a Material Subsidiary Default exists or would exist under this Indenture, upon (yi) the sale or other disposition of Equity Interests all of the Capital Stock of any Guarantor by the Company, or (ii) the sale or disposition of all or substantially all of the assets of any Guarantor in a Subsidiary Guarantor permitted under Section 10.4compliance with all of the terms of this Indenture, the Borrower may request in writing that the Administrative Agent releasesuch Guarantor's Guarantee shall be released, and such Guarantor shall be deemed released from all obligations under this Article Ten without any further action required on the part of the Trustee or any Holder. If such Guarantor is not so released such Guarantor or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Guarantor upon receipt of a request by the Company or the Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04, PROVIDED the legal counsel delivering such request Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Administrative Agent Company. The Trustee shall release, such Subsidiary execute any documents reasonably requested by the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under its Guarantee endorsed on the Subsidiary Guaranty Notes and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur under this Article Eleven. Except as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the date Notes shall prevent any consolidation or merger of the giving of such request and as Guarantor with or into the Company or shall prevent any sale or conveyance of the date property of the effectiveness of such request) are true and correct with respect Guarantor as an entirety or substantially as an entirety to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Company.

Release of Guarantors. In connection with If on any date subsequent to the Closing Date, (xa) a Subsidiary Guarantor no longer being a Material Subsidiary all of the Subordinated Debt is rated Baa3 or better by Moody's and BBB- or better by S&P (y) or if either such entity ceases tx xxxx the sale 106 Subordinated Debt for reasons outside of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the control of the Borrower, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor equivalent investment grade credit rating from the Subsidiary Guaranty and any other applicable Security Documents so long as: "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower as a replacement agency) and (b) no Default or Event of Default shall have occurred and be continuing before and after giving effect thereto, (i) the Guaranty of each Subsidiary hereunder will be released at the time of the release of the Guarantees under all of the documentation governing the Subordinated Debt; provided that in the event that any such Subsidiary Guarantor owns no Property included in the most-recent calculation thereafter Guarantees any of the Borrowing BaseSubordinated Debt (or if any released Guarantee under any of the documentation governing the Subordinated Debt is reinstated or renewed), nor any Equity Interest then such Subsidiary will Guarantee the Obligations on the terms and conditions set forth in any Subsidiary Guarantor that owns a Property included in Article IV pursuant to the most-recent calculation of Borrowing Base; documentation and within the time period required by Section 7.09 and (ii) no Event of Default shall then Subsidiary thereafter acquired or created will be in existence or would occur as required to provide a result of such release; (iii) the representations and warranties made by the Borrower and Guaranty hereunder unless such Subsidiary Guarantor in the Loan Documents to which Guarantees any of them is a partythe Subordinated Debt. Notwithstanding the foregoing, shall be true and correct in all material respects (except in if the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as ratings assigned to any 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 (except in the case of a representation or warranty qualified Subordinated Debt by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (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 rating agency should subsequently decline to below Baa3 or BBB-, respectively, then the Borrower that Subsidiaries will Guarantee the matters Obligations on the terms and conditions set forth in Article IV pursuant to the preceding sentence (both documentation and within the time period required by Section 7.09. The Guaranty of Holdings will be released at such time as of Holdings is merged with and into 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty Borrower in accordance with this the terms of Section 4.68.04(d).

Release of Guarantors. In connection with (xa) Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor no longer being a Material Subsidiary or Guarantor, shall be fully and conditionally released and discharged from all obligations under its guarantee and this Indenture, upon (yi) the sale or other disposition of all or substantially all of the assets or properties of such Guarantor, or 50% or more of the Equity Interests in a Subsidiary of any such Guarantor permitted under Section 10.4, to Persons other than the Borrower may request in writing that the Administrative Agent release, Company and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; their Subsidiaries or (ii) no Event the consolidation or merger of Default shall then be in existence any such Guarantor with any Person other than the Company or would occur a Subsidiary of the Company, if, as a result of such releaseconsolidation or merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, PROVIDED that, in either such case, the Net Cash Proceeds of such sale, disposition, merger or consolidation are applied in accordance with Section 4.14 of this Indenture; or (iii) the representations a Legal Defeasance or Covenant Defeasance, as set forth in Article VIII. (b) The releases and warranties made by the Borrower and such Subsidiary Guarantor discharges set forth in the Loan Documents to which any of them is a party, Section 12.5(a) shall be true and correct in all material respects effective (except i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 12.5(a) by virtue of a representation sale, disposition, consolidation or warranty qualified by materialitymerger, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force consummation thereof and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except ii) in the case of a representation releases and discharges effected pursuant to clause (iii) of Section 12.5(a), upon the date of Covenant Defeasance or warranty qualified by materialityLegal Defeasance, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) as applicable. At the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be of the Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Administrative Agent) Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed 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 releases and correct with respect discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.612.5. (c) Notwithstanding the foregoing provisions of this Article XII, (i) any Guarantor whose guarantee would otherwise be released pursuant to the provisions of this Section 12.5 may elect, by written notice to the Trustee, to maintain such guarantee in effect notwithstanding the event or events that otherwise would cause the release of such guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is (A) not prohibited by this Indenture or (B) pursuant to any exercise of any secured creditor remedies by the First Lien Designated Agent in respect of any First Lien Obligations but only to the most-recent calculation extent that the First Lien Secured Parties release their guarantees in respect of the Borrowing Base, nor any Equity Interest in any First Lien Obligations of such Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseGuarantor; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (upon Legal Defeasance 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. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.