Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requested.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all Parent Guarantor and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor from the Guaranty, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co-borrower or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant with respect to any Security Document andIndebtedness under any Principal Debt Facility, in the case (ii) no Default or Event of a sale Default exists after giving effect to such release and (iii) if any fee or other form of all or substantially all consideration is given to any holder of the Capital Stock of the Transferred Indebtedness under any Principal Debt Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the Parent Guarantor and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Parent Guarantor and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such documents as the Parent Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take Company may reasonably request to evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, Notwithstanding anything in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”Section 9.02(b) to a Person or Personsthe contrary, none of which is Borrower or a Subsidiary, such Transferred (a) any Subsidiary Guarantor shall, upon the consummation of such sale or transfer, shall automatically be released from its obligations under this Agreement hereunder (including under Section 11.5 hereof) and its obligations to pledge Note Guaranty and grant any Collateral owned Lien granted by it such Subsidiary Guarantor pursuant to any Security Collateral Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be automatically released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents ) (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such sale Subsidiary Guarantor ceases to be a Restricted Subsidiary or transferis an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, such including, for the avoidance of doubt, any Permitted Practice Subsidiary Restructuring) in each case subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the Issuer to the Purchaser Representative at any time as a result of a single transaction or series of related transactions not prohibited hereunder and subject, if applicable, to the Specified Guarantor Release Provision and (b) any Subsidiary Guarantor that meets the definition of “Excluded Subsidiary” shall be releasedreleased by the Purchaser Representative promptly following the request therefor by the Issuer, subject subject, if applicable, to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Specified Guarantor if requestedRelease Provision.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Capital Stock or property of any Subsidiary Guarantor is are sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) as permitted under this Agreement, to a Person or Persons, none of which is Borrower a Loan Party or a (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Subsidiary Guarantor shall, upon the consummation of such sale or transfertransfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, and the pledge of such Capital Stock to the Collateral Administrative Agent pursuant to the Security Agreement Documents shall be automatically released, and and, so long as the Collateral Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each such release described in this Section in accordance with the relevant provisions of the Security Documents within Documents; provided that no more than 30 days from notice such release under clause (ii) above shall occur if such Subsidiary Guarantor continues to the Collateral Agent be a guarantor in respect of such transfer. Ifany agreement, in compliance with the terms and provisions document or instrument evidencing any Incremental Equivalent Debt, any Refinancing Debt, any Material Subordinated Debt or any Permitted Refinancing Indebtedness of any of the Loan Documents (includingforegoing, without limitation, Sections 7.5 and 7.13), Capital Stock or has otherwise guaranteed or given assurances of a Guarantor is sold payment or otherwise transferred so that performance under or in respect of any such Guarantor is no longer a Wholly Owned Subsidiary Indebtedness of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requested.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all REIT and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co‑borrower or otherwise transferred from such Guarantor with respect to any Indebtedness under any Guaranteed Facility or any Pari Passu Obligations, (ii) no Default or Event of Default shall then be in existence or would occur as a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation result of such sale release; and (iii) if any fee or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant other form of consideration is given to any Security Document and, in the case holder of a sale of all or substantially all of the Capital Stock of the Transferred Indebtedness under any Guaranteed Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the REIT and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions expense of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such Guarantor shall be released, subject documents as the Company may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, The Note Guarantee of any Guarantor will be automatically and unconditionally released and discharged when such Guarantor’s guarantee of the High-Yield Notes is released and discharged in compliance accordance with the terms and provisions of each of the Loan DocumentsHigh-Yield Indentures (except to the extent such guarantee of such High-Yield Notes is released and discharged as a result of payment in full of such High-Yield Notes or pursuant to a “Legal Defeasance” under the High-Yield Indentures, all or substantially all in which case such Note Guarantee of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) shall not be released and discharged). In each such case, the Issuer shall deliver to a Person or Personsthe Trustee an Officer’s Certificate and an Opinion of Counsel, none each stating that all conditions precedent herein provided for relating to such release have been complied with and that such release is authorized and permitted hereunder. For purposes of which is Borrower or a SubsidiarySections 3.9 and 4.3, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document andOfficer’s Certificate shall state, in the case of a sale release of all or substantially all Mosaic as a Guarantor, whether such release is as a result of its being released as an Affiliate Guarantor of the Capital Stock High-Yield Notes pursuant to Section 10.05(v) of the Transferred Guarantor, High-Yield Indentures in connection with a change of control of Mosaic Global Holdings. The Trustee shall execute any documents reasonably requested by the pledge Issuer or a Guarantor in order to evidence the release of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including its Note Guarantee under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedArticle Thirteen.

Release of Guarantors. IfA Subsidiary Guarantor shall be automatically released from the Subsidiary Guaranty, in compliance with the terms and provisions of the Loan Documentsso long as: (i) after giving effect to such release, all or substantially all of the Capital Stock or property of such Consolidated Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co-borrower or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant with respect to any Security Document andIndebtedness under any Primary Credit Facility, in the case (ii) no Default or Event of a sale Default exists immediately after giving effect to such release and (iii) if any fee or other form of all or substantially all consideration is given to any holder of the Capital Stock of the Transferred Indebtedness under any Primary Credit Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of such Capital Stock to the Collateral Agent pursuant to the Security Agreement Notes shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release receive an equivalent fee payable pro rata in accordance with the relevant provisions each holder’s outstanding principal amount of Notes. Each of the Security Documents within no more than 30 days from notice Parent REIT and the Company shall deliver to the Collateral Agent holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such transferSubsidiary Guarantor. If, in compliance with Upon the terms and provisions receipt by the holders of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary Notes of the BorrowerOfficer’s Certificate referenced above, upon the consummation release shall be effective automatically without any further action by any party and each holder of Notes shall thereafter execute and deliver, at the sole cost and expense of the Parent REIT and the Company, such documents and instruments as the Parent REIT and the Company may reasonably request to evidence such release, provided, that, the execution and delivery of such sale or transfer, such Guarantor documents and instruments shall not be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to give effect each to such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, Notwithstanding anything in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”Section 9.02(b) to a Person or Personsthe contrary, none of which is Borrower or a Subsidiary, such Transferred (a) any Subsidiary Guarantor shall, upon the consummation of such sale or transfer, shall automatically be released from its obligations under this Agreement hereunder (including under Section 11.5 hereof) and its obligations to pledge Loan Guaranty and grant any Collateral owned Lien granted by it such Subsidiary Guarantor pursuant to any Security Collateral Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be automatically released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents ) (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such sale Subsidiary Guarantor ceases to be a Restricted Subsidiary or transferis an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, such including, for the avoidance of doubt, any Permitted Practice Subsidiary Restructuring) in each case subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the Borrower to the Administrative Agent at any time as a result of a single transaction or series of related transactions not prohibited hereunder and subject, if applicable, to the Specified Guarantor Release Provision and (b) any Subsidiary Guarantor that meets the definition of “Excluded Subsidiary” shall be releasedreleased by the Administrative Agent promptly following the request therefor by the Borrower, subject subject, if applicable, to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Specified Guarantor if requestedRelease Provision.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all Parent Guarantor and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor from the Guaranty, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co‑borrower or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant with respect to any Security Document andIndebtedness under any Principal Debt Facility, in the case (ii) no Default or Event of a sale Default exists after giving effect to such release and (iii) if any fee or other form of all or substantially all consideration is given to any holder of the Capital Stock of the Transferred Indebtedness under any Principal Debt Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the Parent Guarantor and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Parent Guarantor and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such documents as the Parent Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take Company may reasonably request to evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, If in compliance with the terms and provisions of the Loan Documentsthis Agreement, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) ceases to a Person or Persons, none of which is Borrower or constitute a Subsidiary, then such Transferred Guarantor shall, in the discretion of the Borrower upon notice in writing to the consummation of such sale or transferAdministrative Agent, automatically be released from its obligations under this Agreement or any other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Agreement or any other Loan Documents. In the event that (including under Section 11.5 hereofA) a Ratings Event has occurred (or shall, substantially concurrently with the release of any Guarantee hereunder, occur) and (B) any Guarantor ceases to (or shall, substantially concurrently with the release of its obligations Guarantee hereunder, cease to) guarantee any Indebtedness described under clause (a) of the definition thereof of the Borrower in aggregate outstanding principal amount equal to pledge and grant any Collateral owned by it pursuant to any Security Document andor greater than the Threshold Amount, then such Guarantor shall, in the case of a sale of all or substantially all discretion of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock Borrower upon notice in writing to the Collateral Agent pursuant to the Security Agreement shall Administrative Agent, be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, automatically released from its obligations under this Agreement (and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant Agreement or any Collateral owned by it pursuant to any Security other Loan Document. At the request of the Borrower, and the Collateral Administrative Agent shall take shall, at the Borrower’s expense, execute such actions documents as are reasonably necessary to effect each acknowledge any such release in accordance with this Section 11.06, so long as the relevant provisions Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Security Documents and Borrower, certifying as to acknowledge in writing such release satisfaction of the requirements set forth above and the termination of the guarantee release of such Guarantor if requestedGuarantor’s Guarantee in compliance with this Agreement.

Release of Guarantors. If, If (a) in compliance with the terms and provisions of this Agreement, any Guarantor (other than the Loan Documents, all or substantially all Parent Guarantor) ceases to constitute a Subsidiary of the Capital Stock Parent Guarantor or property (b) after giving effect to the release of any Guarantor (other than the Parent Guarantor), there is sold or otherwise transferred from no Default under this Agreement, then such Guarantor (a “Transferred other than the Parent Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, in the discretion of the Parent Guarantor or the Borrower upon notice in writing to the consummation of such sale or transferAdministrative Agent, automatically be released from its obligations Obligations under this Agreement (or any other Loan Document, including the Guarantee set forth in this Article IX, and thereafter such Person shall no longer constitute a Guarantor under Section 11.5 hereof) and its obligations to pledge and grant this Agreement or any Collateral owned by it pursuant to any Security Document and, in other Loan Documents. At the case of a sale of all or substantially all request of the Capital Stock of Parent Guarantor or the Transferred GuarantorBorrower, the pledge of Administrative Agent shall, at the Parent Guarantor’s or the Borrower’s expense, execute such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions documents as are necessary to effect each acknowledge any such release in accordance with this Section 9.06, so long as the relevant provisions Parent Guarantor or the Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Security Documents within no more than 30 days from notice Parent Guarantor or the Borrower, certifying as to satisfaction of the Collateral Agent requirements set forth above and the release of such transfer. If, Guarantor’s Guarantee in compliance with this Agreement. For the terms and provisions avoidance of the Loan Documents (includingdoubt, but without limitation, Sections 7.5 and 7.13limiting Section 5.02(c), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Parent Guarantor shall not be released, subject to pro forma compliance with Section 7.12, released from its Guarantee until repayment in full in cash of all Obligations (other than contingent expense reimbursement and indemnification obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations as to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedwhich no claim has been made).

Release of Guarantors. If, in compliance with At the terms request and provisions sole expense of the Loan Documents, all or substantially all Borrower and the MLP: any Subsidiary of the Capital Stock or property of any MLP that is a Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, shall be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, hereunder in the case of a sale of all or substantially event that (a) all of the Capital Stock Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Reimbursement Agreement or (b) such Subsidiary does not guarantee any obligations of the Transferred GuarantorMLP or any of its Subsidiaries under any public debt instrument (including the Note Indentures), the pledge or any such Subsidiary is to be released from such guarantee of such Capital Stock public debt instrument immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Collateral Agent pursuant Administrative Agent, at least ten Business Days prior to the Security Agreement shall be releaseddate of the proposed release, a written request of a Responsible Officer of each of the Borrower and the Collateral Agent shall take such actions as are necessary to effect each such MLP for release in accordance with identifying the relevant provisions Guarantor and the terms of the Security Documents within no more than 30 days sale or other disposition or release from notice to such guaranty, as the Collateral Agent of case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transfer. If, transaction is in compliance with the terms Reimbursement Agreement and provisions of the other Loan Documents (includingand that at the time of such release, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned after giving effect to any other Subsidiary of the BorrowerMLP becoming a party hereto, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma Borrower and the MLP are in compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions 5.11 of the Security Documents Reimbursement Agreement and to acknowledge in writing no Event of Default exists or would exist as a result of such release and the termination of the release; provided further that if such Subsidiary is not released from such guarantee of such Guarantor if requestedpublic debt instrument within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all REIT and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co-borrower or otherwise transferred from such Guarantor with respect to any Indebtedness under the Primary Credit Facility or any Pari Passu Obligations, (ii) no Default or Event of Default shall then be in existence or would occur as a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation result of such sale release; and (iii) if any fee or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant other form of consideration is given to any Security Document and, in holder of Indebtedness under the case of a sale of all or substantially all of the Capital Stock of the Transferred Primary Credit Facility directly related to releasing such Subsidiary Guarantor, the pledge Purchasers and holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the REIT and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement Purchasers and holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each Purchaser and holder of Notes shall execute and deliver, at the sole cost and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions expense of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such Guarantor shall be released, subject documents as the Company may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, If in compliance with the terms and provisions of the Loan Documentsthis Agreement, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) ceases to a Person or Persons, none of which is Borrower or constitute a Subsidiary, then such Transferred Guarantor shall, in the discretion of the Borrower upon notice in writing to the consummation of such sale or transferAdministrative Agent, automatically be released from its obligations under this Agreement or any other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Agreement or any other Loan Documents. In the event that (including under Section 11.5 hereofA) a Ratings Event has occurred (or shall, substantially concurrently with the release of any Guarantee hereunder, occur) and (B) any Guarantor ceases to (or shall, substantially concurrently with the release of its obligations Guarantee hereunder, cease to) guarantee any Indebtedness described under clause (a) of the definition thereof of the Borrower in aggregate outstanding principal amount equal to pledge and grant any Collateral owned by it pursuant to any Security Document andor greater than the Threshold Amount, then such Guarantor shall, in the case of a sale of all or substantially all discretion of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock Borrower upon notice in writing to the Collateral Agent pursuant to the Security Agreement shall Administrative Agent, be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, automatically released from its obligations under this Agreement (and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant Agreement or any Collateral owned by it pursuant to any Security other Loan Document. At the request of the Borrower, and the Collateral Administrative Agent shall take shall, at the Borrower’s expense, execute such actions documents as are reasonably necessary to effect each acknowledge any such release in accordance with this Section 11.06, so long as the relevant provisions Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Security Documents and Borrower, certifying as to acknowledge in writing such release satisfaction of the requirements set forth above and the termination of the guarantee release of such Guarantor if requested.Guarantor’s Guarantee in compliance with this Agreement. 134

Release of Guarantors. If, The Issuer may request in compliance with writing that the terms and provisions holders of the Loan DocumentsNotes release a Subsidiary Guarantor, all if: (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or substantially all otherwise with respect to any Indebtedness under any Material Credit Facility, (ii) such Subsidiary does not have any liability under any other Retail Properties of America, Inc. Note Purchase Agreement Recourse Indebtedness (other than a Subsidiary of the Capital Stock Issuer which (A) owns a single project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or property of any Guarantor (B) is sold or otherwise transferred from such Guarantor (not a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Wholly-Owned Subsidiary of the BorrowerIssuer); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iv) if any fee or other form of consideration is given to any holder of Indebtedness under any Material Credit Facility directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, the Issuer shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct upon the consummation release of such sale or transferSubsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Issuer, such Guarantor shall be released, subject documents as Issuer may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. IfNo Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless (i) subject to the provisions of this Section 4.16 and certain other provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's guarantee, on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a PRO FORMA basis, no Default or Event of Default shall have occurred or be continuing, or unless such Guarantor is consolidating or merging with or into or selling its assets to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company. Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor of all of its assets to an entity which is not a Guarantor or the designation of a Guarantor to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents Indenture (including, without limitation, Sections 7.5 the provisions of Section 4.08 and 7.135.01 hereof), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall will be released, subject to pro forma compliance with Section 7.12, deemed released from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its Guarantee of the Notes; PROVIDED, however, that any such termination shall occur only in the event that the Guarantor is released from all of its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and under the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedCredit Agreement.

Release of Guarantors. If, in compliance with At the terms request and provisions sole expense of the Loan Documents, all or substantially all Borrower and the MLP: any Subsidiary of the Capital Stock or property of any MLP that is a Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, shall be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, hereunder in the case of a sale of all or substantially event that (a) all of the Capital Stock Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or (b) such Subsidiary does not guarantee any obligations of the Transferred GuarantorMLP or any of its Subsidiaries under any public debt instrument (including the Indentures), the pledge or any such Subsidiary is to be released from such guarantee of such Capital Stock public debt instrument immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Collateral Agent pursuant Administrative Agent, at least ten Business Days prior to the Security Agreement shall be releaseddate of the proposed release, a written request of a Responsible Officer of each of the Borrower and the Collateral Agent shall take such actions as are necessary to effect each such MLP for release in accordance with identifying the relevant provisions Guarantor and the terms of the Security Documents within no more than 30 days sale or other disposition or release from notice to such guaranty, as the Collateral Agent of case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transfer. If, transaction is in compliance with the terms Credit Agreement and provisions of the other Loan Documents (includingand that at the time of such release, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned after giving effect to any other Subsidiary of the BorrowerMLP becoming a party hereto, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma Borrower and the MLP are in compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions 5.11 of the Security Documents Credit Agreement and to acknowledge in writing no Event of Default exists or would exist as a result of such release and the termination of the release; provided further that if such Subsidiary is not released from such guarantee of such Guarantor if requestedpublic debt instrument within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Release of Guarantors. If, The Issuer may request in compliance with writing that the terms and provisions holders of the Loan DocumentsNotes release a Subsidiary Guarantor, all if: (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or substantially all otherwise with respect to any Indebtedness under any Material Credit Facility, (ii) such Subsidiary does not have any liability under any other Recourse Indebtedness (other than a Subsidiary of the Capital Stock Issuer which (A) owns a single project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or property of any Guarantor (B) is sold or otherwise transferred from such Guarantor (not a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Wholly-Owned Subsidiary of the BorrowerIssuer); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iv) if any fee or other form of consideration is given to any holder of Indebtedness under any Material Credit Facility directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, the Issuer shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct upon the consummation release of such sale or transferSubsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Issuer, such Guarantor shall be released, subject documents as Issuer may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, in compliance with At the terms request and provisions sole expense of the Loan Documents, all or substantially all Borrower and the MLP: any Subsidiary of the Capital Stock or property of any MLP that is a Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, shall be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, hereunder in the case of a sale of all or substantially event that (a) all of the Capital Stock Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Reimbursement Agreement or (b) such Subsidiary does not guarantee any obligations of the Transferred GuarantorMLP or any of its Subsidiaries under any public debt instrument (including the Indentures), the pledge or any such Subsidiary is to be released from such guarantee of such Capital Stock public debt instrument immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Collateral Agent pursuant Administrative Agent, at least ten Business Days prior to the Security Agreement shall be releaseddate of the proposed release, a written request of a Responsible Officer of each of the Borrower and the Collateral Agent shall take such actions as are necessary to effect each such MLP for release in accordance with identifying the relevant provisions Guarantor and the terms of the Security Documents within no more than 30 days sale or other disposition or release from notice to such guaranty, as the Collateral Agent of case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transfer. If, transaction is in compliance with the terms Reimbursement Agreement and provisions of the other Loan Documents (includingand that at the time of such release, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned after giving effect to any other Subsidiary of the BorrowerMLP becoming a party hereto, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma Borrower and the MLP are in compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions 5.11 of the Security Documents Reimbursement Agreement and to acknowledge in writing no Event of Default exists or would exist as a result of such release and the termination of the release; provided further that if such Subsidiary is not released from such guarantee of such Guarantor if requestedpublic debt instrument within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Release of Guarantors. IfNo Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless (i) subject to the provisions of this Section 4.16 and certain other provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's guarantee, on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor of all of its assets to an entity which is not a Guarantor or the designation of a Guarantor to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents Indenture (including, without limitation, Sections 7.5 and 7.13the provisions of Section 4.08 hereof), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall will be released, subject to pro forma compliance with Section 7.12, deemed released from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions Guarantee of the Security Documents and to acknowledge Notes; provided, however, that any such termination shall occur only in writing such release and the termination of the guarantee event that all obligations of such Guarantor if requestedunder all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of the Company or any other Subsidiary of the Company shall also terminate upon such release, sale or transfer.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all REIT and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co‑borrower or otherwise transferred from such Guarantor with respect to any Indebtedness under any Guaranteed Facility, (ii) no Default or Event of Default shall then be in existence or would occur as a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation result of such sale release; and (iii) if any fee or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant other form of consideration is given to any Security Document and, in the case holder of a sale of all or substantially all of the Capital Stock of the Transferred Indebtedness under any Guaranteed Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the REIT and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions expense of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such Guarantor shall be released, subject documents as the Company may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, in compliance with Upon the terms and provisions of the Loan Documents, all liquidation or substantially all of the Capital Stock or property dissolution of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of any Guarantor owned by the Transferred GuarantorCompany and its Subsidiaries, the pledge of such Capital Stock or, with respect to the Collateral Agent pursuant to the Security Agreement shall be releasedZep Inc. and its Subsidiaries, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance connection with the relevant provisions Spin-Off Transaction, in each case so long as such transaction does not violate the terms of any Loan Document or is consented to in writing by the Required Lenders or all of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. IfLenders, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferas applicable, such Guarantor shall be releasedautomatically released from all obligations under the applicable Guaranty and any other Loan Documents to which it is a party (other than contingent indemnity obligations), subject and upon at least five (5) Business Days’ prior written request by the Company, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to pro forma compliance with Section 7.12, evidence the release of the applicable Guarantor from its obligations under this Agreement the applicable Guaranty and such other Loan Documents; provided, however, that (including under this Section 10 and Section 11.5 hereofi) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Administrative Agent shall take not be required to execute any such actions as are necessary document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to effect each such liability or create any obligation or entail any consequence other than the release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations of the Borrowers, any other Guarantor’s obligations under the applicable Guaranty, or, if requestedapplicable, any obligations of the Company or any Subsidiary in respect of the proceeds of any such sale retained by the Company or any Subsidiary.

Release of Guarantors. If, The Issuer may request in compliance with writing that the terms and provisions holders of the Loan DocumentsNotes release a Subsidiary Guarantor, if: (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or otherwise with respect to all or substantially all Indebtedness under the Primary Credit Facility, (ii) such Subsidiary does not have any liability under any other Recourse Indebtedness (other than a Subsidiary of the Capital Stock Issuer which (A) owns a single project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or property of any Guarantor (B) is sold or otherwise transferred from such Guarantor (not a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Wholly-Owned Subsidiary of the BorrowerIssuer); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iv) if any fee or other form of consideration is given to any holder of Indebtedness under the Primary Credit Facility directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, the Issuer shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct upon the consummation release of such sale or transferSubsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Issuer, such Guarantor shall be released, subject documents as Issuer may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, in compliance with the terms and provisions Each of the Loan Documents, all or substantially all REIT and the Company may request in writing that the holders of the Capital Stock or property of Notes release a Subsidiary Guarantor, if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co‑borrower or otherwise transferred from such Guarantor with respect to any Indebtedness under any Guaranteed Facility or any Pari Passu Obligations, (ii) no Default or Event of Default shall then be in existence or would occur as a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation result of such sale release; and (iii) if any fee or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant other form of consideration is given to any Security Document and, in the case holder of a sale of all or substantially all of the Capital Stock of the Transferred Indebtedness under any Guaranteed Facility directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the REIT and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of American Assets Trust, L.P. Note Purchase Agreement such Subsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such Capital Stock to written request and the Collateral Agent pursuant to related Officer’s Certificate and so long as the Security Agreement conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions expense of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such Guarantor shall be released, subject documents as the Company may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, The Note Guarantee of any Guarantor will be automatically and unconditionally released and discharged when such Guarantor’s guarantee of the High-Yield Notes is released and discharged in compliance accordance with the terms and provisions of each of the Loan DocumentsHigh-Yield Indentures (except to the extent such guarantee of such High-Yield Notes is released and discharged as a result of payment in full of such High-Yield Notes or pursuant to a “Legal Defeasance” under the High-Yield Indentures, all or substantially all in which case such Note Guarantee of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) shall not be released and discharged). In each such case, the Issuer shall deliver to a Person or Personsthe Trustee an Officer’s Certificate and an Opinion of Counsel, none each stating that all conditions precedent herein provided for relating to such release have been complied with and that such release is authorized and permitted hereunder. For purposes of which is Borrower or a SubsidiarySections 3.9 and 4.3, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document andOfficer’s Certificate shall state, in the case of a sale release of all or substantially all Mosaic as a Guarantor, whether such release is as a result of its being released as an Affiliate Guarantor of the Capital Stock High-Yield Notes pursuant to Section 10.05(v) of the Transferred Guarantor, High-Yield Indentures in connection with a change of control of IMC. The Trustee shall execute any documents reasonably requested by the pledge Issuer or a Guarantor in order to evidence the release of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including its Note Guarantee under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedArticle Thirteen.

Release of Guarantors. If, The Company may request in compliance with writing that the terms and provisions holders of the Loan DocumentsNotes release a Subsidiary Guarantor, all or substantially all of the Capital Stock or property of if: (i) after giving effect to such release, such Subsidiary does not have any Guarantor is sold liability as a guarantor, borrower, co-borrower or otherwise transferred from such Guarantor with respect to any Indebtedness under the Primary Credit Facility or other Indebtedness with a principal amount in excess of $250,000,000, (ii) no Default or Event of Default shall then be in existence or would occur as a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation result of such sale release; and (iii) if any fee or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant other form of consideration is given to any Security Document and, holder of Indebtedness under the Primary Credit Facility or other Indebtedness with a principal amount in the case excess of a sale of all or substantially all of the Capital Stock of the Transferred $250,000,000 directly related to releasing such Subsidiary Guarantor, the pledge holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of such Capital Stock to Subsidiary Guarantor. No later than 10 Business Days following the Collateral Agent pursuant to receipt by the Security Agreement holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be releasedeffective automatically and each holder of Notes shall execute and deliver, at the sole cost and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions expense of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transferCompany, such Guarantor shall be released, subject documents as the Company may reasonably request to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take evidence such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requestedrelease.

Release of Guarantors. If, If in compliance with the terms and provisions of the Loan Documentsthis Agreement, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) ceases to a Person or Persons, none of which is Borrower or constitute a Subsidiary, then such Transferred Guarantor shall, in the discretion of the Borrower upon notice in writing to the consummation of such sale or transferAdministrative Agent, automatically be released from its obligations under this Agreement or any other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Agreement or any other Loan Documents. In the event that (including under Section 11.5 hereofA) a Ratings Event has occurred (or shall, substantially concurrently with the release of any Guarantee hereunder, occur) and (B) any Guarantor ceases to (or shall, substantially concurrently with the release of its obligations Guarantee hereunder, cease to) guarantee any Indebtedness described under clause (a) of the definition thereof of the Borrower in aggregate outstanding principal amount equal to pledge and grant any Collateral owned by it pursuant to any Security Document andor greater than the Threshold Amount, then such Guarantor shall, in the case of a sale of all or substantially all discretion of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock Borrower upon notice in writing to the Collateral Agent pursuant to the Security Agreement shall Administrative Agent, be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, automatically released from its obligations under this Agreement (and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant Agreement or any Collateral owned by it pursuant to any Security other Loan Document. At the request of the Borrower, and the Collateral Administrative Agent shall take shall, at the Borrower’s expense, execute such actions documents as are reasonably necessary to effect each acknowledge any such release in accordance with this Section 11.06, so long as the relevant provisions Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Security Documents and Borrower, certifying as to acknowledge in writing such release satisfaction of the requirements set forth above and the termination of the guarantee release of such Guarantor if requested.Guarantor’s Guarantee in compliance with this Agreement. 133 [Signature pages follow] 134