Common use of Termination; Releases Clause in Contracts

Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person.

Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this This Security Agreement and the security interest created hereby shall terminate when all the Secured Obligations have been paid in full in cash and all commitments of each of the Secured Parties to the Debtors have been fully and finally terminated, at which time the Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Agent. (b) Any Debtor other Loan Documents than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity of such Debtor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Majority Banks or, if required by the terms of the Credit Agreement, such other requisite number of Banks, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall promptly execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAgent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing holder of Secured Obligations arising under a Specified Swap Contract or any Steel Winds Permitted Project Indebtedness, Specified Cash Management Agreement (in each case with respect to the Steel Winds Project (including by either case, except in such Person’s capacity as a Bank, if applicable) shall be required for any release of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral or Debtors pursuant to this Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person7.13.

Termination; Releases. (a) Upon This Pledge Agreement shall continue in effect (notwithstanding the indefeasible fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) the termination of the Commitments, the expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized (on terms reasonably acceptable to the Issuing Bank) or otherwise addressed in a manner satisfactory to the Issuing Bank) and payment and performance in full (in cash) cash of any and all other Secured Obligations (other than inchoate Obligations (a) contingent obligations, tax gross-up or yield protection obligations, in each case for which no claims claim has been made, and (b) obligations and liabilities under Hedge Transactions or Treasury Management Services Agreement as to which arrangements satisfactory to the applicable Lender Counterparty, as applicable, shall have been assertedmade). (b) The Pledgor shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of the Pledgor shall be automatically released in the event that all the Equity Interests in the Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower with the prior written consent of the Majority Lenders. If any of the Collateral shall be sold, transferred or otherwise disposed of by the Pledgor pursuant to a sale, transfer or disposition of the Equity Interests in the Pledgor in accordance with this clause (b), whether due the security interest created hereby in any Collateral that is so sold, transferred or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Pledgor or the Pledgor’s designee, at the Pledgor’s expense, all UCC termination statements and similar documents that the Pledgor shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 8.12(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Administrative Agent. Notwithstanding anything to the contrary contained herein herein, in the event that the Intermediate Parent shall dissolve, liquidate or in any other Loan Documentwind-up its affairs and after giving effect thereto, the Agents are hereby irrevocably authorized by each Lender (without requirement Pledgor directly owns such Intermediate Parent’s previously held Equity Interest of notice to or consent of any Lender) to take any action requested by the Borrower having Parent, the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) Pledgor shall pledge, assign and grant to the extent necessary to permit consummation Administrative Agent, on behalf of any transaction permitted by and for the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either ratable benefit of the Steel Winds Companies) on Secured Parties, a security interest in all of its right, title and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied interest in accordance with Section 4.1(a) such Equity Interest of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonParent.

Termination; Releases. (a) Upon This Security Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which no claims arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), whether due at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to become due, direct time to evidence such termination. Any execution and delivery of termination statements or indirect, absolute documents pursuant to this Section 7.13(a) shall be without recourse to or contingent, and howsoever evidences, held or acquired, this Agreement warranty by the Administrative Agent. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Documents Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Administrative Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 UCC. EXECUTED as of the Credit Agreement date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President and Section 8.14 of this AgreementChief Executive Officer By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Sole Manager By: BASIC ENERGY SERVICES GP, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security DocumentsLLC, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminateits General Partner By: BASIC ENERGY SERVICES, all without delivery of any instrument or performance of any act by any PersonINC., its Sole Member By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Chief Executive Officer Basic Energy Services, Inc. Delaware corporation 3611854 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Acid Services, LLC Kansas limited liability company 2347722 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Admiral Well Service, Inc. Texas corporation 0801050244 000 X. Xxxxxxxx Xxxxx 000, Xxxxxxx, XX 00000 Basic Energy Services GP, LLC Delaware limited liability company 3611876 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Basic Energy Services LP, LLC Delaware limited liability company 3611879 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Basic Energy Services, L.P. Delaware limited partnership 2307778 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Basic ESA, Inc. Texas corporation 57139400 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Basic Marine Services, Inc. Delaware corporation 3917169 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Chaparral Service, Inc. Xxx Xxxxxx xxxxxxxxxxx 000000 000 X Xxxxxxxx, Xxxxxxx, XX 00000 First Energy Services Company Delaware corporation 3215172 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Globe Well Service, Inc. Texas corporation 46471700 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Xxxxxxxxx Rental Tools, Inc. Oklahoma corporation 1900529237 000 X Xxxxxxxx, Xxxxxxx, XX 00000 JetStar Energy Services, Inc. Texas corporation 800481218 000 X Xxxxxxxx, Xxxxxxx, XX 00000 JetStar Holdings, Inc. Delaware corporation 3954247 000 X Xxxxxxxx, Xxxxxxx, XX 00000 JS Acquisition LLC Delaware corporation 4278935 000 X Xxxxxxxx, Xxxxxxx, XX 00000 XxXxx Oil Field Service Co. Texas corporation 77931600 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Oilwell Fracturing Services, Inc. Oklahoma corporation 1900377946 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Permian Plaza, LLC Texas limited liability company 800859993 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Platinum Pressure Services, Inc. Texas corporation 0800888088 000 X. Xxxxxxxx Xxxxx 000, Xxxxxxx, XX 00000 SCH Disposal, L.L.C. Texas limited liability company 704317322 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Xxxxxx Drilling Corp. Texas corporation 800575730 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Xxxxxx Industries, LLC Texas limited liability company 801259923 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Wildhorse Services, Inc. Oklahoma corporation 1900694769 000 X Xxxxxxxx, Xxxxxxx, XX 00000 XTERRA Fishing & Rental Tools Co. Texas corporation 158550700 000 X Xxxxxxxx, Xxxxxxx, XX 00000

Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this This Agreement and the security interest created hereby shall terminate when all the Secured Obligations have been indefeasibly paid in full, at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other Loan Documents than the Borrowers shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Capital Stock of such Debtor shall be sold, transferred, or otherwise disposed of to a person that is not an Affiliate of the Parent in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer, or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred, or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement, the security interest created hereby in any Collateral that is so sold, transferred, or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer, or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Swap Contract counterparty (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of Collateral or any Steel Winds Permitted Project Indebtedness, in each case with respect Debtors pursuant to the Steel Winds Project (including by either this Section. EXECUTED as of the Steel Winds Companies) on and after the Subsequent Closing Date and so long date first above written. WXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person.Administrative Agent By: /s/ Authorized Signatory Name: Title:

Termination; Releases. (a) Upon This Security Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which no claims arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), whether due at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to become duetime to evidence such termination, direct and, at the Debtors’ expense, the Administrative Agent shall return to the Debtors any Collateral then in its possession. Any execution and delivery of termination statements or indirect, absolute documents pursuant to this Section 7.13(a) shall be without recourse to or contingent, and howsoever evidences, held or acquired, this Agreement warranty by the Administrative Agent. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Documents Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Administrative Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonUCC.

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all UCC termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination, and, at the Debtors’ expense, the Administrative Agent shall return to the Debtors any Collateral then in its possession. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all UCC termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the Administrative Agent. (c) No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent subject to such Debtor’s rights under Section 9-509(d)(2) of the UCC. EXECUTED as of the date first above written. as Administrative Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice president By: /s/ T.M. “Xxx” Xxxxxxxxx Name: T.M. “Xxx” Xxxxxxxxx Title: President and Chief Executive Officer By: /s/ T.M. “Xxx” Xxxxxxxxx Name: T.M. “Xxx” Xxxxxxxxx Title: President By: /s/ T.M. “Xxx” Xxxxxxxxx Name: T.M. “Xxx” Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President By: BASIC ENERGY SERVICES GP, LLC, its General Partner By: /s/ T.M. “Xxx” Xxxxxxxxx Name: T.M. “Xxx” Xxxxxxxxx Title: President and Chief Executive Officer Basic Energy Services, Inc. Delaware corporation 3611854 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Acid Services, LLC Kansas limited liability company 2347722 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Admiral Well Service, Inc. Texas corporation 801050244 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Basic Energy Services GP, LLC Delaware limited liability company 3611876 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Basic Energy Services LP, LLC Delaware limited liability company 3611879 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Basic Energy Services, L.P. Delaware limited partnership 2307778 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Basic ESA, Inc. Texas corporation 57139400 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Basic Marine Services, Inc. Delaware corporation 3917169 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Chaparral Service, Inc. Xxx Xxxxxx xxxxxxxxxxx 000000 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 First Energy Services Company Delaware corporation 3215172 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Globe Well Service, Inc. Texas corporation 46471700 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 JetStar Energy Services, Inc. Texas corporation 800481218 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 JetStar Holdings, Inc. Delaware corporation 3954247 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 JS Acquisition LLC Delaware limited liability company 4278935 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 XxXxx Oil Field Service Co. Texas corporation 77931600 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Maverick Coil Tubing Services, LLC Colorado limited liability company 20001207071 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Maverick Solutions, LLC Colorado limited liability company 20031245775 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Maverick Stimulation Company, LLC Colorado limited liability company 19961105940 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Maverick Thru-Tubing Services, LLC Colorado limited liability company 20091658924 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 MCM Holdings, LLC Colorado limited liability company 20011090566 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 MSM Leasing, LLC Colorado limited liability company 20091399908 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Permian Plaza, LLC Texas limited liability company 800859993 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Platinum Pressure Services, Inc. Texas corporation 800888088 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 SCH Disposal, L.L.C. Texas limited liability company 704317322 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Xxxxxx Drilling Corp. Texas corporation 800575730 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 Xxxxxx Industries, LLC Texas limited liability company 801259923 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 The Maverick Companies, LLC Colorado limited liability company 20061298717 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 XTERRA Fishing & Rental Tools Co. Texas corporation 158550700 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 This SUPPLEMENT NO. [ ] dated as of [ ] (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of October 2, 2018 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of October 2, 2018 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders. A. Reference is made to the ABL Credit Agreement dated as of October 2, 2018 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement. B. The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement or the amendment thereof. Section 7.12 of the Security Agreement and Section 19 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Debtor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor under the Guaranty. C. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement. Accordingly, the Administrative Agent and the New Debtor agree as follows: SECTION 1. In accordance with Section 7.12 of the Security Agreement, the New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct in all material respects on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtor. In furtherance of the foregoing, the New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in cashthe Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of the New Debtor’s right, title and interest in and to the Collateral of the New Debtor. Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtor. SECTION 2. In accordance with Section 19 of the Guaranty, the New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtor. SECTION 3. The New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 4. This Supplement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all Obligations (other than inchoate Obligations for which no claims have been asserted)of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 5. Except as expressly supplemented hereby, whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this the Security Agreement and the other Loan Documents Guaranty shall automatically terminate and be of no further remain in full force and effect (other than effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTION 7. All communications and notices to the provisions hereof that by their express terms survive such termination) New Debtor under the Security Agreement or the Guaranty shall be in writing and at the direction given as provided in Section 7.2 of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent address for the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) New Debtor set forth under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Personits signature below.

Termination; Releases. (a) Upon This Security Agreement and the indefeasible payment security interest created hereby shall terminate when the Aggregate Commitments have been fully and performance finally terminated and all the Secured Obligations have been indefeasibly paid in full (in cashother than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) of any and all Obligations Letters of Credit have expired or terminated (other than inchoate Obligations for Letters of Credit as to which no claims have been asserted), whether due or other arrangements satisfactory to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral the L/C Issuer shall have been made), at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(a) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any PersonAdministrative Agent. (b) Notwithstanding anything In the event that all the Equity Interests of any Debtor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the contrary contained herein or Borrower in any other Loan Documentaccordance with the terms of the Credit Agreement, at the request and sole expense of such Debtor, the Agents are Administrative Agent shall promptly execute and deliver to such Debtor all releases or other documents reasonably necessary or desirable for the release of such Debtor from its obligations hereunder and of the security interests created hereby irrevocably authorized by each Lender (without requirement on such Equity Interests and in the Collateral of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) such Debtor; provided that, to the extent necessary required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to permit consummation such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Loan Documents Credit Agreement, at the request and sole expense of such Debtor, the Administrative Agent shall promptly execute and deliver to such Debtor all releases or that has been other documents reasonably necessary or desirable for the release of the security interest created hereby on such Collateral; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise; provided, further, that such security interest will continue to attach to all proceeds of such sales or other dispositions. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Administrative Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonUCC.

Termination; Releases. (a) Upon This Security Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Commitments of all Lenders and payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for (A) contingent indemnification obligations and (B) obligations and liabilities under treasury, deposit, or cash management agreements and Hedging Agreements as to which no claims arrangements satisfactory to the applicable Lender shall have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement made) and the other Loan Documents shall automatically terminate and be expiration or termination of no further force and effect all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Collateral Agent and the Issuing Bank shall have been made), at which time the Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(a) shall be requested without recourse to or warranty by the Collateral Agent. (b) Any Debtor other than the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents its obligations hereunder and the guarantees thereunder terminatedsecurity interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, all without delivery transferred or otherwise disposed of any instrument to a person other than a Loan Party or performance a Subsidiary of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or a Loan Party in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any a transaction permitted by the Loan Documents or that has been Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Majority Lenders Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or (iiotherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the circumstances described in clause (a) aboveCollateral Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Lender or Affiliate of a Lender party to a treasury, depository or cash management agreement or Hedging Agreement secured hereby (except in such person’s capacity as a Lender, if applicable) shall be required for any Steel Winds Permitted Project Indebtedness, in each case release of Collateral or Debtors pursuant to this Section. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Collateral Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 UCC. EXECUTED as of the Credit Agreement date first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxx Xxxxxx Xxx Xxxxxx Senior Vice President BASIC ENERGY SERVICES, INC. BASIC ENERGY SERVICES GP, LLC, as a Subsidiary Guarantor ACID SERVICES, LLC, as a Subsidiary Guarantor BASIC MARINE SERVICES, INC., as a Subsidiary Guarantor CHAPARRAL SERVICE, INC., as a Subsidiary Guarantor JETSTAR ENERGY SERVICES, INC., as a Subsidiary Guarantor JETSTAR HOLDINGS, INC., as a Subsidiary Guarantor JS ACQUISITION LLC, as a Subsidiary Guarantor PERMIAN PLAZA, LLC, as a Subsidiary Guarantor XXXXXX DRILLING CORP., as a Subsidiary Guarantor WILDHORSE SERVICES, INC., as a Subsidiary Guarantor XTERRA FISHING & RENTAL TOOLS CO., as a Subsidiary Guarantor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President and Section 8.14 Chief Executive Officer BASIC ENERGY SERVICES LP, LLC, as a Subsidiary Guarantor By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Sole Manager BASIC ENERGY SERVICES, L.P., as a Subsidiary Guarantor By: BASIC ENERGY SERVICES GP, LLC, its General Partner By: BASIC ENERGY SERVICES, INC., its Sole Member By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President BASIC ESA, INC., as a Subsidiary Guarantor FIRST ENERGY SERVICES COMPANY, as a Subsidiary Guarantor GLOBE WELL SERVICE, INC., as a Subsidiary Guarantor XXXXXXXXX RENTAL TOOLS, INC., as a Subsidiary Guarantor XXXXX OIL FIELD SERVICE CO., as a Subsidiary Guarantor OILWELL FRACTURING SERVICES, INC., as a Subsidiary Guarantor SCH DISPOSAL, L.L.C., as a Subsidiary Guarantor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President XXXXXX INDUSTRIES, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Chief Executive Officer Basic Energy Services, Inc. Delaware corporation 3611854 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Delaware Secretary of this AgreementState Acid Services, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security DocumentsLLC Kansas limited liability company 2347722 000 XX 0xx Xx Xxx 0x, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) Xxxxxx, XX 00000 Kansas Secretary of the Steel Winds Companies (including the guarantee obligations State Basic Energy Services GP, LLC Delaware limited liability company 3611876 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Delaware Secretary of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminateState Basic Energy Services LP, all without delivery LLC Delaware limited liability company 3611879 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Delaware Secretary of any instrument or performance State Basic Energy Services, L.P. Delaware limited partnership 2307778 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Delaware Secretary of any act by any PersonState Basic ESA, Inc. Texas corporation 57139400 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Basic Marine Services, Inc. Delaware corporation 3917169 000 X Xxxxxxxx, Xxxxxxx, XX 00000 Delaware Secretary of State Chaparral Service, Inc. New Mexico corporation 642181 000 X Xxxxx Xx, Santa Fe, NM 87501 New Mexico Secretary of State First Energy Services Company Delaware corporation 3215172 0000 Xxxxxx Xx., Xxxxxxxxxx, XX 00000 Delaware Secretary of State Globe Well Service, Inc. Texas corporation 46471700 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Xxxxxxxxx Rental Tools, Inc. Oklahoma corporation 1900529237 0000 X Xxxxxx Xx, Oklahoma City, OK 73128 Oklahoma County Clerk, Oklahoma, Central Filing JetStar Energy Services, Inc. Texas corporation 800481218 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State JetStar Holdings, Inc. Delaware corporation 3954247 0000 Xxxxxx Xx., Xxxxxxxxxx, XX 00000 Delaware Secretary of State JS Acquisition LLC Delaware limited liability company 4278935 0000 Xxxxxx Xx., Xxxxxxxxxx, XX 00000 Delaware Secretary of State XxXxx Oil Field Service Co. Texas corporation 77931600 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Oilwell Fracturing Services, Inc. Oklahoma corporation 1900377946 0000 X Xxxxxx Xx, Oklahoma City, OK 73128 Oklahoma County Clerk, Oklahoma, Central Filing Permian Plaza, LLC Texas limited liability company 800859993 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State SCH Disposal, L.L.C. Texas limited liability company 704317322 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Xxxxxx Drilling Corp. Texas corporation 800575730 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Xxxxxx Industries, LLC Texas limited liability company 801259923 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State Wildhorse Services, Inc. Oklahoma corporation 1900694769 0000 X Xxxxxx Xx, Oklahoma City, OK 73128 Oklahoma County Clerk, Oklahoma, Central Filing XTERRA Fishing & Rental Tools Co. Texas corporation 158550700 000 X Xx. Xxxx Xx, Ste 2900, Dallas, TX 75201 Texas Secretary of State

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate when (i) all the Secured Obligations have been indefeasibly paid in full, (ii) the Commitment of the Secured Party to the Debtors has been fully and finally terminated, and (iii) either (A) each Letter of Credit has expired or been terminated, or (B) there are no Secured Letters of Credit or other Letters of Credit that are required to be secured under the L/C Agreement, at which time the Secured Party shall execute and deliver to the Debtors or the Debtors' designee, at the Debtors' expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 6.17(a) shall be without recourse to or warranty by the Secured Party. (b) If the Secured Party shall release any Collateral pursuant to Section 2.13(h) of the L/C Agreement, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such section. In connection therewith, the Secured Party, at the request and expense of any Debtor, shall execute and deliver to such Debtor such documents as such Debtor shall reasonably request to evidence such release. (c) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Secured Party subject to such Debtor's rights under Section 9-509(d)(2) of the UCC. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE L/C AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the date first above written. CITIBANK, N.A., as Secured Party By: Name: Xxxxxx Xxxxxxx Title: Managing Director By: Name: H. Xxxxx Xxxxxxxx Title: Vice President and Treasurer ORGANIZATION, LOCATION AND FILING INFORMATION Entity Prior/Assumed Names Jurisdiction of Formation and Type of Entity File # in Domestic Jurisdiction Address of Chief Executive Office Cameron International Corporation 1.AOP Industries 2.Cameron International Delaware Corporation 3.Cameron Systems Corporation 4.CCC Corporation 5.Dynatorque Delaware 2447586 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 [ ] [ ] [ ] [ ] [ ] This SUPPLEMENT NO. [ ] dated as of [], 20[ ] (the "Supplement"), to the Security Agreement dated as of February 2, 2012 (as amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among Cameron International Corporation, a Delaware coproation ("Cameron"), each subsidiary of Cameron party thereto from time to time (the "Subsidiary Debtors" and, collectively with Cameron, the "Debtors"), and Citibank, N.A. (the "Secured Party"). A. Reference is made to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended, supplemented or otherwise modified from time to time, the "LC Agreement") entered into among Cameron, certain subsidiaries of Cameron that may from time to time be party thereto (the "Subsidiary Applicants" and, together with Cameron, the "Applicants"), and Citibank, N.A., as Letter of Credit Issuer (the "Letter of Credit Issuer"). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the LC Agreement. C. Section 6.10 of the Security Agreement provides that additional Persons may become Subsidiary Debtors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. Each of the undersigned Subsidiaries of Cameron (each, a "New Debtor") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Debtor under the Security Agreement. D. Each New Debtor is a direct or indirect Subsidiary of Cameron and will derive substantial direct and indirect benefit from the transactions contemplated by the LC Agreement and the other Credit Documents. Accordingly, the Secured Party and each New Debtor agree as follows: (a) In accordance with Section 6.10 of the Security Agreement, each New Debtor by its signature below becomes a Subsidiary Debtor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Debtor and each New Debtor hereby agrees (a) to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Debtor thereunder are true and correct on and as of the date hereof in all material respects. In furtherance of the foregoing, each New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in cashthe Security Agreement), does hereby create and grant to the Secured Party a continuing security interest in and lien on all of such New Debtor's right, title and interest in and to the Collateral (as defined in the Security Agreement) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due such New Debtor. Each reference to a "Subsidiary Debtor" or "Debtor" in the Security Agreement shall be deemed to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this include each New Debtor. The Security Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that is hereby incorporated herein by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Personreference. (b) Notwithstanding anything Each New Debtor represents and warrants to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or Secured Party that this Supplement has been consented to duly authorized, executed and delivered by the Majority Lenders or (ii) the circumstances described it and constitutes its legal, valid and binding obligation, enforceable against it in clause (a) aboveaccordance with its terms. (c) This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Secured Party shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Debtor and the Secured Party. Delivery of an executed signature page to this Supplement by facsimile transmission or by electronic mail shall be as effective as delivery of a manually signed counterpart of this Supplement. (d) Each New Debtor hereby represents and warrants that set forth on Schedule 3.3 attached hereto are (i) its sole jurisdiction of formation and type of organization, (ii) its address of its chief executive office, (iii) its federal tax identification number and the organizational number, and (iv) its prior names. Upon the incurrence or issuance effectiveness of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtednessthis Supplement, in each case Schedule 3.3 to the Security Agreement is hereby supplemented by Schedule 3.3 attached hereto with respect to the Steel Winds Project each New Debtor. (including by either of the Steel Winds Companiese) on and after the Subsequent Closing Date and so long Except as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreementexpressly supplemented hereby, the Collateral granted by the Steel Winds Companies Security Agreement shall be released from the Liens created by the Security Documentsremain in full force and effect. (f) THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonOTHER THAN SECTION 5­1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Termination; Releases. (a) Upon This Agreement and the indefeasible payment and performance security interest created hereby shall terminate automatically without further action required when all the Secured Obligations have been paid in full (in cashother than (x) of any contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Obligations commitments of each of the Secured Parties to the Debtors have been fully and finally terminated, at which time, the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents which the Debtors shall reasonably request from time to time to evidence such termination and return any Collateral in its possession to the relevant Debtor (or to the US Borrower for distribution to the other Debtors). Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement any Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person that is not the US Borrower or an Affiliate of the US Borrower in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other Loan Documents requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor (including the US Borrower) in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions to the extent such proceeds constitute Collateral. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case with respect to the Steel Winds Project (including by either if applicable) shall be required for any release of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral or Debtors pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonSection.

Termination; Releases. (a) Upon This Pledge Agreement shall continue in effect (notwithstanding the indefeasible fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) the termination of the Commitments, the expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized (on terms reasonably acceptable to the Issuing Bank) or otherwise addressed in a manner satisfactory to the Issuing Bank) and payment and performance in full (in cash) cash of any and all other Secured Obligations (other than inchoate Obligations (a) contingent obligations, tax gross-up or yield protection obligations, in each case for which no claims claim has been made, and (b) obligations and liabilities under Hedge Transactions or Treasury Management Services Agreement as to which arrangements satisfactory to the applicable Lender Counterparty, as applicable, shall have been assertedmade). (b) The Pledgor shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of the Pledgor shall be automatically released in the event that (i) all the Equity Interests in the Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower with the prior written consent of the Majority Lenders, or (ii) the Pledgor shall dissolve, liquidate or wind-up its affairs, as permitted by and in accordance with the terms of that certain Non-Recourse Public Parent Pledge Agreement, dated as of [__], 2019 by and between [Xxxx PubCo], a Delaware corporation, as pledgor and Bank of Montreal as administrative agent, and so long as, no Default or Change of Control would result therefrom. If any of the Collateral shall be sold, transferred or otherwise disposed of by the Pledgor pursuant to a sale, transfer or disposition of the Equity Interests in the Pledgor or the dissolution, liquidation or wind-up of the Pledgor, in accordance with this clause (b), whether due the security interest created hereby in any Collateral that is so sold, transferred or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Pledgor or the Pledgor’s designee, at the Pledgor’s expense, all UCC termination statements and similar documents that the Pledgor shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 8.12(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any PersonAdministrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person.

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate upon payment and performance in full (in cash) of any and all Secured Obligations (other than inchoate Obligations for which no claims have been assertedcontingent indemnification obligations), whether due at which time the Collateral Agent shall, subject to the Intercreditor Agreement, execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to become duetime to evidence such termination, direct shall deliver to the Debtors or indirect, absolute or contingentthe Debtors’ designee all Collateral then in its possession, and howsoever evidencesshall authorize the Issuer to remove the Collateral Agent as an additional insured or loss payee under the Debtor’s insurance policies. Any execution and delivery of termination statements or documents pursuant to this Section 7.12(a) shall be without recourse to or warranty by the Collateral Agent. (b) Any Debtor other than the Issuer shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released as set forth in the Collateral Agency Agreement, held or acquired, this Agreement the Indenture and the other Loan Priority Lien Debt Documents. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Permitted Lien Debt Documents the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, as set forth in the Collateral Agency Agreement, Indenture and effect (the other than the provisions hereof Priority Lien Debt Documents; provided, however, that by their express terms survive such termination) and at the direction security interest will continue to attach to all Proceeds of such sales or other dispositions. In connection with any of the Majority Lendersforegoing, subject to the Intercreditor Agreement (if applicable), the Administrative Agent Collateral Agent, upon receipt of an Officers’ Certificate stating that such termination is in compliance with the applicable provisions of the Priority Lien Debt Documents and that the Debtor is not required by the Priority Lien Debt Documents to grant any lien upon such property, shall deliver to the Debtors any Collateral Agent then in its possession and shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.12(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAgent. (c) Upon the incurrence Each Debtor acknowledges that it is not authorized to file any financing statement or issuance of any Qualified Tax Equity Financing amendment or any Steel Winds Permitted Project Indebtedness, in each case termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds CompaniesCollateral Agent subject to such Debtor’s rights under Section 9-509(d)(2) on and after of the Subsequent Closing Date and so long UCC. (d) The Collateral Agent shall have no liability whatsoever to any other Priority Lien Secured Party as the Net Cash Proceeds thereof have been applied result of any release of Collateral by it in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, (or which the Collateral granted by the Steel Winds Companies shall Agent in good faith believed to be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such releasein accordance with) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonSection 7.12.

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate upon termination of the [Commitments] and payment and performance in full (in cash) of any and all Secured Obligations (other than inchoate Obligations for which no claims have been assertedcontingent indemnification obligations), whether due at which time the Secured Party shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all UCC termination statements and similar documents which the Debtors shall reasonably request from time to become duetime to evidence such termination, direct and, at the Debtors’ expense, the Secured Party shall return to the Debtors any Collateral then in its possession. Any execution and delivery of termination statements or indirect, absolute documents pursuant to this Section 7.13(a) shall be without recourse to or contingent, and howsoever evidences, held or acquired, this Agreement warranty by the Secured Party. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Documents Party or a Subsidiary of a Loan Party in a transaction permitted by the Note. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent Secured Party shall deliver to the Debtors any Collateral then in its possession and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all UCC termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any PersonSecured Party. (bc) Notwithstanding anything to the contrary contained herein in this Agreement or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall may be released from the Liens Lien and security interest created by the Security Documents, Collateral Documents to secure the Loans and obligations under the Note and the Security other Loan Documents shall no longer be applicable at any time or from time to time in accordance with the Steel Winds Companies and all obligations provisions of the Intercreditor Agreement. (other than those d) Each Debtor acknowledges that expressly survive it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Secured Party subject to such releaseDebtor’s rights under Section 9-509(d)(2) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonUCC.

Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and When all Secured Obligations (other than inchoate Obligations for which no claims obligations in respect of any Hedging Agreement) shall have been asserted), whether due Paid in Full and all Commitments have terminated or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquiredexpired, this Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly stated to survive such releasetermination) of the Steel Winds Companies Collateral Agent and each Obligor hereunder shall terminate, and the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money or Proceeds received in respect thereof, to or on the order of the respective Obligor and to be released and canceled all licenses and other rights granted hereunder. The Collateral Agent shall also, at the expense of such Obligor, and without representation by or recourse to the Collateral Agent, execute and deliver to the respective Obligor upon such termination such UCC amendments or termination statements and such other documentation as shall be reasonably requested by the respective Obligor to effect the termination and release of the Liens on the Collateral as required by this Section 4.12. The Collateral Agent is authorized to (including i) release and terminate the guarantee security interests granted hereby in applicable Collateral at the time or times and in the manner set forth in Section 9.10 of the Credit Agreement and (ii) release any Guarantor from its obligations of Steel Winds Holding Company) under this Agreement at the time or times and in the manner set forth in Section 9.10 of the Credit Agreement. In addition, upon any other Security Document shall terminate, all without delivery sale or disposition of any instrument item of Collateral in a transaction expressly permitted under the Credit Agreement, the Collateral Agent agrees to execute a release of its security interest in such item of Collateral, and the Collateral Agent shall, upon the reasonable request of the Obligors and at the Obligors’ cost and expense, execute and deliver to the Obligors such documents as the Obligors shall reasonably request to evidence such release, without representation, warranty or performance recourse of any act by any Personkind.

Termination; Releases. (a) Upon This Security Agreement shall continue in effect (notwithstanding the indefeasible payment fact that from time to time there may be no Indebtedness outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and performance (ii) all of the Indebtedness has been paid and performed in full (in cash) and no commitments of the Administrative Agent or the Secured Parties which would give rise to any and all Obligations Indebtedness are outstanding (other than inchoate Obligations for which no claims have been assertedcontingent indemnification obligations), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement . (b) Any Grantor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Grantor shall be automatically released in the event that all the Equity Interests in such Grantor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower in manner permitted in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders shall have consented to such sale, transfer or other Loan Documents disposition. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided however, that such security interest will continue to attach to all Proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all UCC termination statements and similar documents that the Grantors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 8.14(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any PersonAdministrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above. (c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person.

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been assertedcontingent indemnification obligations), whether due at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to become duetime to evidence such termination, direct shall deliver to the Debtors or indirect, absolute or contingentthe Debtors’ designee all Collateral then in its possession, and howsoever evidences, held shall authorized Borrower to remove the Administrative Agent as an additional insured or acquired, loss payee under the Debtor’s insurance policies. Any execution and delivery of termination statements or documents pursuant to this Agreement ‎Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that such Debtor ceases to be a Subsidiary of the Borrower as a result of the sale or transfer of all of the Equity Interests of such Debtor or its parent company to a Person other than a Loan Documents Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this ‎Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence [Reserved]. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or issuance of any Qualified Tax Equity Financing amendment or any Steel Winds Permitted Project Indebtedness, in each case termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Administrative Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonUCC.

Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this This Security Agreement and the security interest created hereby shall terminate when all the Secured Obligations have been indefeasibly paid in full and all commitments of each of the Secured Parties to the Debtors have been fully and finally terminated, at which time the Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Agent. (b) Any Debtor other Loan Documents than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Capital Stock of such Debtor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Majority Banks or, if required by the terms of the Credit Agreement, such other requisite number of Banks, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall promptly execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAgent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing holder of Secured Obligations arising under a Specified Swap Contract (except in such Person’s capacity as a Bank, if applicable) shall be required for any release of Collateral or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral Debtors pursuant to this Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person7.13.

Termination; Releases. (a) Upon This Agreement and the indefeasible security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been assertedcontingent indemnification obligations), whether due at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to become duetime to evidence such termination, direct shall deliver to the Debtors or indirect, absolute or contingentthe Debtors’s designee all Collateral then in its possession, and howsoever evidences, held shall authorized Borrower to remove the Administrative Agent as an additional insured or acquired, loss payee under the Debtor’s insurance policies. Any execution and delivery of termination statements or documents pursuant to this Agreement ‎Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that such Debtor ceases to be a Subsidiary of the Borrower as a result of the sale or transfer of all of the Equity Interests of such Debtor or its parent company to a Person other than a Loan Documents Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this ‎Section 7.13(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence [Reserved]. (d) Each Debtor acknowledges that it is not authorized to file any financing statement or issuance of any Qualified Tax Equity Financing amendment or any Steel Winds Permitted Project Indebtedness, in each case termination statement with respect to any financing statement originally filed in connection herewith without the Steel Winds Project (including by either prior written consent of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Administrative Agent subject to such Debtor’s rights under Section 4.1(a9-509(d)(2) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonUCC.

Termination; Releases. (a) Upon This Security Agreement and the indefeasible payment and performance security interest created hereby shall terminate automatically without further action required when all the Secured Obligations have been paid in full (in cashother than (x) of any contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Obligations commitments of each of the Secured Parties to the Debtors have been fully and finally terminated, at which time, the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents which the Debtors shall reasonably request from time to time to evidence such termination and return any Collateral in its possession to the relevant Debtor (or to the US Borrower for distribution to the other Debtors). Any execution and delivery of termination statements or documents pursuant to this Section 7.12 (a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement any Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person that is not the US Borrower or an Affiliate of the US Borrower in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other Loan Documents requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor (including the US Borrower) in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions to the extent such proceeds constitute Collateral. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.12(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case with respect to the Steel Winds Project (including by either if applicable) shall be required for any release of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral or Debtors pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonSection.

Termination; Releases. (a) Upon This Security Agreement and the indefeasible payment and performance security interest created hereby shall terminate automatically without further action required when all the Secured Obligations have been paid in full (in cashother than (x) of any contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Obligations commitments of each of the Secured Parties to the Debtors have been fully and finally terminated, at which time, the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents which the Debtors shall reasonably request from time to time to evidence such termination and return any Collateral in its possession to the relevant Debtor (or to the US Borrower for distribution to the other Debtors). Any execution and delivery of termination statements or documents pursuant to this Section 7.12(a) shall be without recourse to or warranty by the Administrative Agent. (b) Any Debtor other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement any Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person that is not the US Borrower or an Affiliate of the US Borrower in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other Loan Documents requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor (including the US Borrower) in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of no further force such sale, transfer or other disposition, and effect (other than the provisions hereof that by their express terms survive such termination) Collateral shall be sold free and at the direction clear of the Majority LendersLien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions to the extent such proceeds constitute Collateral. In connection with any of the foregoing, the Administrative Agent and Collateral Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the US Borrower’s expense, all Uniform Commercial Code termination statements, PPSA discharges and similar documents that the Debtors shall reasonably request from time to time to evidence such documentation confirming such termination. Any execution and delivery of termination as may reasonably statements or documents pursuant to this Section 7.12(b) shall be requested without recourse to or warranty by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) aboveAdministrative Agent. (c) Upon the incurrence or issuance No consent of any Qualified Tax Equity Financing Hedge Bank or any Steel Winds Permitted Project IndebtednessCash Management Bank (except in such Person’s capacity as a Lender, in each case with respect to the Steel Winds Project (including by either if applicable) shall be required for any release of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral or Debtors pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any PersonSection.