Common use of Release of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period Clause in Contracts

Release of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period. Without limiting the release provisions in Section 8.14(b), the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, (x) a Subsidiary Guarantor from the Guaranty and (y) the Equity Interests in any Pledged Subsidiary from the Pledge Agreement, so long as: (i) (a) in the case of the release of any Subsidiary Guarantor from the Guaranty, such Subsidiary Guarantor (1) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary, an Unsecured Indebtedness Subsidiary or an Eligible Subsidiary or (3) has ceased to, or simultaneously with such release will cease to, own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (3), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(a)(3) and Section 8.14(e)(i)(b)(1)(B) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement; and (b) in the case of the release of Equity Interests in any Pledged Subsidiary from the Pledge Agreement, such Pledged Subsidiary (1) that is a Non-Loan Party BB Property Subsidiary (A) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, or (B) has ceased to, or simultaneously with such release will cease to, be a Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (B), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(b)(1)(B) and Section 8.14(e)(i)(a)(3) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary Guarantor or (3) the Equity Interests in such Pledged Subsidiary meets, or will meet simultaneously with its release from the Pledge Agreement, the definition of the term “Excluded Pledged Collateral”; (ii) such Subsidiary Guarantor or Pledged Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14 or have its Equity Interests pledged pursuant to the Pledge Agreement under Section 8.14; (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; 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. 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 as may be reasonably requested by the Borrower.

Release of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period. Without limiting the release provisions in Section 8.14(b8.14.(b), the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, (x) a Subsidiary Guarantor from the Guaranty and (y) the Equity Interests in any Pledged Subsidiary from the Pledge Agreement, so long as: (i) (a) in the case of the release of any Subsidiary Guarantor from the Guaranty, such Subsidiary Guarantor (1) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary, an Unsecured Indebtedness Subsidiary or an Eligible Subsidiary or (3) has ceased to, or simultaneously with such release will cease to, own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (3), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(a)(38.14.(e)(i)(a)(3) and Section 8.14(e)(i)(b)(1)(B8.14.(e)(i)(b)(1)(B) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement; and (b) in the case of the release of Equity Interests in any Pledged Subsidiary from the Pledge Agreement, such Pledged Subsidiary (1) that is a Non-Loan Party BB Property Subsidiary (A) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, or (B) has ceased to, or simultaneously with such release will cease to, be a Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (B), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(b)(1)(B8.14.(e)(i)(b)(1)(B) and Section 8.14(e)(i)(a)(38.14.(e)(i)(a)(3) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary Guarantor or (3) the Equity Interests in such Pledged Subsidiary meets, or will meet simultaneously with its release from the Pledge Agreement, the definition of the term “Excluded Pledged Collateral”; (ii) such Subsidiary Guarantor or Pledged Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14 8.14. or have its Equity Interests pledged pursuant to the Pledge Agreement under Section 8.14.; (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.; 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. 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 as may be reasonably requested by the Borrower.

Release of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period. Without limiting the release provisions in Section 8.14(b8.14.(b), the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, (x) a Subsidiary Guarantor from the Guaranty and (y) the Equity Interests in any Pledged Subsidiary from the Pledge Agreement, so long as: (i) (ai)(a) in the case of the release of any Subsidiary Guarantor from the Guaranty, such Subsidiary Guarantor (1) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary, an Unsecured Indebtedness Subsidiary or an Eligible Subsidiary or (3) has ceased to, or simultaneously with such release will cease to, own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (3), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(a)(3) and Section 8.14(e)(i)(b)(1)(B) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement; and (b) in the case of the release of Equity Interests in any Pledged Subsidiary from the Pledge Agreement, such Pledged Subsidiary (1) that is a Non-Loan Party BB Property Subsidiary (A) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, or (B) has ceased to, or simultaneously with such release will cease to, be a Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (B), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(b)(1)(B) and Section 8.14(e)(i)(a)(3) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary Guarantor or (3) the Equity Interests in such Pledged Subsidiary meets, or will meet simultaneously with its release from the Pledge Agreement, the definition of the term “Excluded Pledged Collateral”; (ii) such Subsidiary Guarantor or Pledged Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14 or have its Equity Interests pledged pursuant to the Pledge Agreement under Section 8.14; (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; 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. 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 as may be reasonably requested by the Borrower.

Release of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period. Without limiting the release provisions in Section 8.14(b8.14.(b), the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, (x) a Subsidiary Guarantor from the Guaranty and (y) the Equity Interests in any Pledged Subsidiary from the Pledge Agreement, so long as: (i) (a) in the case of the release of any Subsidiary Guarantor from the Guaranty, such Subsidiary Guarantor (1) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary, an Unsecured Indebtedness Subsidiary or an Eligible Subsidiary or (3) has ceased to, or simultaneously with such release will cease to, own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (3), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(a)(3) and Section 8.14(e)(i)(b)(1)(B) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement; and (b) in the case of the release of Equity Interests in any Pledged Subsidiary from the Pledge Agreement, such Pledged Subsidiary (1) that is a Non-Loan Party BB Property Subsidiary (A) meets, or will meet simultaneously with such release, all of the provisions of the definition of the term “Excluded Subsidiary”, or (B) has ceased to, or simultaneously with such release will cease to, be a Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (B), the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(b)(1)(B) and Section 8.14(e)(i)(a)(3) (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement, (2) has ceased to be, or simultaneously with such release will cease to be, a Subsidiary Guarantor or (3) the Equity Interests in such Pledged Subsidiary meets, or will meet simultaneously with its release from the Pledge Agreement, the definition of the term “Excluded Pledged Collateral”; (ii) such Subsidiary Guarantor or Pledged Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14 or have its Equity Interests pledged pursuant to the Pledge Agreement under Section 8.14; (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; 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. 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 as may be reasonably requested by the Borrower.