Release of Immaterial Subsidiary as Guarantor. The Borrower may send a written notice to the Administrative Agent, in substantially the form attached hereto as [Exhibit I], from time to time to remove an Immaterial Subsidiary as a Guarantor if both before and giving effect to such removal no Additional Guarantor Trigger Event shall exist and, upon receipt of such written notice by the Administrative Agent, the Immaterial Subsidiary specified in such written notice shall be released from all of its obligations as a Guarantor; provided that # immediately before and after such release, no Default or Event of Default shall have occurred and be continuing and # all outstanding Investments made by the Borrower and its Subsidiaries in such Immaterial Subsidiary as of such date of release shall be deemed to have been made under [Section 9.2(c)(iv)].

Subsidiary that is not a Wholly Owned Subsidiary of the Parent Borrower;

to release any Guarantor from its obligations under any Loan Documents if such Person # ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or # is designated as, and qualifies to become, an Immaterial Subsidiary.

the merger, consolidation or amalgamation of # any Subsidiary of the Borrower with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary, provided that if any such Immaterial Subsidiary is a Subsidiary Guarantor, such Subsidiary Guarantor shall be the surviving or continuing or resulting Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

“Subsidiary Guarantor” means any Subsidiary that is a Guarantor under the Guarantee and Security Agreement. It is understood and agreed that no Financing Subsidiary, Immaterial Subsidiary, Foreign Subsidiary or Subsidiary of a Foreign Subsidiary or a Financing Subsidiary shall be a Subsidiary Guarantor.

Any Foreign Subsidiary Guarantor may merge or consolidate with a Foreign Subsidiary Non-Guarantor so long as such Foreign Subsidiary Guarantor is the surviving Person (unless such Foreign Subsidiary Guarantor is an Immaterial Subsidiary in which case the Foreign Subsidiary Non-Guarantor may be the surviving Person); and

Upon receipt of this Immaterial Subsidiary Guarantor Termination Notice by the Administrative Agent, # ​ shall be released from all of its obligations as a Guarantor and # all outstanding Investments made by the Borrower and its Subsidiaries in ​ as of the date of this Immaterial Subsidiary Guarantor Termination Notice shall be deemed to have been made under [Section 9.2(c)(iv)].

Both before and giving effect to this Immaterial Subsidiary Guarantor Termination Notice, # no Additional Guarantor Trigger Event shall exist and # no Default or Event of Default shall have occurred and be continuing.

Section # Release of Guarantors. In the event that all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than the Borrower or its Subsidiaries in a transaction permitted under this Agreement or in the event that a Guarantor becomes an Immaterial Subsidiary, the Administrative Agent shall, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request to terminate the guarantee of such Guarantor.

Subsidiary Guarantors. In the event that # any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or # any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this [Section 5.08] as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to [Section 4.01] upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this [Section 5.08(a)] (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).