Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged(a) The Borrower may request in writing that the Administrative Agent release, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release upon receipt of such Guarantor’s Guaranteerequest the Administrative Agent shall promptly release, upon: a Down REIT from its Down REIT Guaranty, so long as: (Ai) any sale, exchange, disposition no Default or transfer (by merger, amalgamation, consolidation, dividend, distribution Event of Default shall then be in existence or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or would occur as a result of payment under such guarantee (it being understood that release, including, without limitation, a release subject to Default or Event of Default resulting from a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation violation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture covenants contained in accordance with the terms of this IndentureSection 5.8 on a pro forma basis; and and (ii) the Administrative Agent shall have received such Guarantor delivering written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Trustee an Officer’s Certificate Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Guarantor request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, a Qualified Borrower from this Agreement and its Qualified Borrower Guaranty, so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the Issuer covenants contained in Section 5.8 on a pro forma basis; (ii) no Loans made to such Qualified Borrower are then outstanding; and an Opinion (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of Counselrelease. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) The Administrative Agent agrees to furnish to the Borrower, each stating that all conditions precedent provided for promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing releases in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding Section 9.25 as may be reasonably requested by the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Borrower.

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Ai) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yB) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Bii) in the case of a Subsidiary Guarantor, (A) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (B) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (Ciii) (A) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (B) such Subsidiary Guarantor otherwise becoming an Excluded Subsidiary; (iv) (A) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (B) the discharge of the Issuer’s obligations under this Indenture (including pursuant to a satisfaction and discharge of this Indenture under Section 12.01 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (DA) the merger merger, amalgamation, consolidation or consolidation winding up of any Guarantor with and into the Issuer or another Guarantor or a Restricted Subsidiary that becomes a Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such a Guarantor following the transfer of all or substantially all of its assets to assets, in each case in a transaction that complies with the Issuer applicable provisions hereof or another Guarantor(B) the dissolution or liquidation of any Guarantor permitted by the applicable provisions of this Indenture; (vi) as described under Article IX; or (Evii) upon the occurrence of a Covenant Suspension Event. (b) A Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Senior Credit Facilities or other First Lien Obligations that resulted in the Subsidiary Guarantor’s obligation to guarantee the Notes or other exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option remedies in respect thereof in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms any Intercreditor Agreement. (c) Notwithstanding any other provisions of this Indenture; andSection 11.06, any Guarantee by a Parent Company (other than Holdings) may be automatically and unconditionally released and discharged for any reason. (iid) such Guarantor delivering to The Issuer will have the Trustee right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of such Guarantor or the Issuer or any Guarantor, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. (a) Subject to the following paragraph and the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns. (b) Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate each Guarantor and be of no further force and effectits obligations under the Note Guarantee, and no further action by such Guarantorthis Indenture, the Issuers or Security Documents and the Trustee is required for the release of such Guarantor’s Guarantee, uponIntercreditor Agreement shall be released and discharged: (A1) any salein the case of a Subsidiary Note Guarantee only, exchange, by a sale or other disposition (including by way of consolidation or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of the relevant Guarantor or of a Parent thereof, such Guarantor, after which the applicable that such Guarantor is no longer ceases to be a Restricted Subsidiary Subsidiary, or (y) the sale or disposition of all or substantially all of the assets of such Guarantorthe relevant Guarantor (other than to the Company or a Restricted Subsidiary), in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of a transaction otherwise permitted by this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation Subsidiary Note Guarantee only, by the designation in accordance with this Indenture of the relevant Guarantor as an Unrestricted Subsidiary; (3) by defeasance or discharge of the Notes, as provided in Article VIII or Article X; (4) in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the Issue Date), to the extent that the relevant Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the relevant release of the guarantee or discharge of Indebtedness referred to in such clause; (5) upon full payment of all obligations of the Issuer and the Guarantors under this Indenture and the Notes; or (6) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness as provided under the Intercreditor Agreement. (c) Each Holder hereby authorizes the Trustee to take all actions, including the granting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with the provisions of this Section 10.06(i)(D)11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.

Release of Guarantees. Each Guarantee by (i) Except as set forth on Schedule 2.11(c)(i), each of Merck and Organon, at the request of the other Party, shall use commercially reasonable efforts, as soon as is reasonably practicable, to (A) have Organon or an Organon Subsidiary removed as guarantor of or obligor for any Merck Liability to the extent that such guarantees or obligations relate to Merck Liabilities, which shall include the removal of any Security Interest on or in any Organon Asset that may serve as collateral or security for any such Merck Liability; and (B) have Merck or a Guarantor Merck Subsidiary removed as guarantor of or obligor for any Organon Liability to the extent that such guarantees or obligations relate to Organon Liabilities, which shall include the removal of any Security Interest on or in any Merck Asset that may serve as collateral or security for any such Organon Liability; provided, however, that, except as otherwise expressly provided in the Transaction Documents and without limiting the requirements under Section 2.11(c)(ii), the use of commercially reasonable efforts under this Section 2.11(c)(i) shall not obligate either Merck or Organon (nor any of their respective Subsidiaries) to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority (which shall be automatically and unconditionally released and dischargedpayable by the non-guarantor or non-obligor Party) from whom such Consents, and shall thereupon terminate and be of no further force and effectsubstitutions, and no further action by such Guarantoramendments, terminations or releases are requested. (ii) To the Issuers extent required to obtain a release from a guarantee or the Trustee is required for the release of such Guarantor’s Guarantee, uponother obligation: (A) any saleof Merck or a Merck Subsidiary, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) Organon shall execute a guarantee agreement in the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all form of the assets of such Guarantor, in each case if such sale, exchange, disposition existing guarantee or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Merck Asset that resulted in the creation of may serve as collateral or security for any such GuaranteeOrganon Liability, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor existing guarantee contains representations, covenants or other terms or provisions either with which Organon (1) would then be required reasonably unable to provide a Guarantee pursuant comply or (2) would not reasonably be able to Section 4.15 hereof);avoid breaching; and (CB) of Organon or an Organon Subsidiary, Merck shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Organon Asset that may serve as collateral or security for any such Merck Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either with which Merck (1) would be reasonably unable to comply or (2) would not reasonably be able to avoid breaching. (iii) With respect to the continuing guarantees or obligations which the Parties have agreed, subject to this Section 2.11(c)(iii), will continue following the Effective Time, and with respect to which Merck or Organon is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (i) and (ii) of this Section 2.11(c), (A) the designation of any Restricted Party or its relevant Subsidiary that is a Guarantor as an Unrestricted Subsidiary has assumed the Liability underlying such guarantee or obligation shall use commercially reasonable efforts to prevent the guarantor or obligator from incurring any continuing Liability in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation respect of such Guarantor following guarantee or obligation, and shall indemnify and hold harmless the transfer of all of its assets to the Issuer guarantor or another Guarantor; or obligor against or from any Liability arising from or relating thereto (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms provisions of this Indenture; and (iiArticle IV) such Guarantor delivering and shall or shall cause one of its Subsidiaries to pay, perform and discharge fully all the Trustee an Officer’s Certificate obligations or other Liabilities of such Guarantor guarantor or obligor thereunder on behalf of and for the Issuer benefit of such guarantor or obligor; and an Opinion (B) each of CounselMerck and Organon, each stating that on behalf of themselves and their respective Subsidiaries, agree not to renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or such Party’s Subsidiaries is or may be liable unless the other Party consents in writing or unless all conditions precedent provided for obligations of such other Party and the Subsidiaries of such other Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in this Indenture relating form and substance to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)other Party.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and dischargedThe Party that has any of its obligations or liabilities, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release obligations and liabilities of such Guarantor’s Guaranteeits Affiliates (“Secured Party”), upon: guaranteed in any way (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution whether financial guarantees or otherwise) by the other Party and/or by any of its respective Affiliates (x) a “Guarantor”), undertakes, with the Capital Stock reasonable cooperation of such the Guarantor, after which to make commercially reasonable efforts to release, replace and/or in any way remove the applicable Guarantor is no longer a Restricted Subsidiary from the position of guarantor, warrantor, joint obligor, joint or several debtor (y“Guarantee”) all or substantially all in relation to any Liability of the Secured Party, including the removal of any Burden on any Guarantor’s goods and/or assets that may serve as the Guarantee of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge any Liability of the Secured Party, within six (6) months as from the Effective Spin-off Date, as set forth in Clause 5.3.2. 5.3.1. To the extent necessary to release a Guarantee, CBD or Sendas, as a Secured Party and/or Controlling Company of the Secured Party, undertakes to enter into a guarantee by such Guarantor of Indebtedness under covering the Senior Secured Credit Facilitiesexisting Guarantee, or otherwise acceptable to the release or discharge Parties and creditors, whose agreement shall include the removal of such other guarantee any Guarantee provided by the Guarantor and/or any Burden on a Guarantor’s asset that resulted in may serve as a Guarantee for any Liability of the creation of such GuaranteeSecured Party, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor existing Guarantee contains representations, agreements or other terms or provisions with which CBD or Sendas, as the case may be, would then be required unable to provide a Guarantee pursuant comply or endure. 5.3.2. In the event CBD or Sendas, justifiably, is not able to Section 4.15 hereof); (C) obtain, or ensure the designation obtaining of any Restricted Subsidiary that is a Guarantor removal or release of the Guarantee, as an Unrestricted Subsidiary set forth in compliance with Clauses 5.3 and 5.3.1, within the applicable provisions of this Indenture; period defined in Clause 5.3, the Secured Party shall (Di) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets monthly pay to the Issuer or another Guarantor; or , as from the sixth (E6th) month after the exercise by Effective Spin-off Date, on the Issuers 15th (fifteenth) Business Day of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or each falling due month (the discharge first payment falling due on the eighth (8th) month after the Effective Spin-off Date relating to the immediately previous month), as compensation for the Guarantee, the amount equivalent to the lowest commercial proposal received from, at least, three (3) first class banks and/or insurance companies, applied on a monthly basis to the outstanding balance of the Issuers’ obligations under this Indenture Guarantees not replaced or released (“Fee”) and, in accordance with the terms of this Indentureevent the Guarantee remains in effect after eighteen (18) months as from the Effective Spin-off Date, the Fee shall be increased by twenty percent (20%); and (ii) indemnify, defend and hold the Guarantor harmless against or from any Liability arising from or related to such Guarantee, and shall, as agent or subcontractor of the Guarantor, fully comply with all Guarantor’s obligations or other Liabilities under the respective Guarantee; and (iii) refrain from renewing or extending the term or scope of any Liabilities, of any nature, whether in the form of a loan, guarantee, lease, agreement or other obligation, for which Guarantor delivering is or may be responsible, unless that Guarantor is finally and completely released from all its obligations as a result of and /or in connection with the respective Guarantee. 5.3.2.1. For purposes of determination and calculation of the Fee, (a) the Parties shall agree within ten (10) days as from the beginning of each month, the balance of the Guarantees, based on which the Fee payable shall be calculated, by comparing the values of the Guarantees of one Party in relation to the Trustee an Officer’s Certificate other, in the sense that the Party holding the highest value of such Guarantor or the Issuer secured obligations shall pay the Fee to the other Party; (b) CBD shall be responsible for obtaining the quotations from three (3) first class banks and/or insurance companies, for a guarantee of one (1) year, taking into account the subject matter of the Guarantees (e.g., real estate guarantee) and an Opinion the existing balance of Counselthe Guarantees; provided that the first quotations are obtained at the end of the period of six (6) months as from the Effective Spin-off Date, subject to renewal each stating that all conditions precedent provided for twelve (12) months, based on the existing Guarantees at the end of the month before the obtaining of the quotations; (c) CBD shall submit to Sendas, within ten (10) Business Days as from the beginning of each month, the calculation statement of the Fee; and (d) CBD shall submit to Sendas and, however the case may be, copies of the quotations obtained. For clarification purposes, Appendix 5.3.2.1 includes a flowchart of the system referred to in this Indenture relating Clause 5.3.2. 5.3.3. In the event that Guarantor is required to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case make any payment and/or disbursement as a result of a merger Guarantee, or, if a Guarantee is executed, the Secured Party shall reimburse Guarantor for the Losses incurred in connection with the Guarantee provided by it, within 48 (forty-eight) hours from the receipt of notice sent by Guarantor to the Secured Party (and to CBD or consolidation in accordance with Section 10.06(i)(DSendas, as Controlling Company of the Secured Party, pursuant to Clause 9.1 below), indicating the total amount of Losses, accompanied by proof of payment and the assignment or endorsement of the securities and rights to which Guarantor has been subrogated.

Release of Guarantees. Each The Note Guarantee by of a Guarantor that is a Subsidiary shall be automatically and unconditionally released and dischargedreleased: (a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, and or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor; provided that, any release pursuant to the preceding clause (y) shall thereupon terminate and only be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, uponeffective if: (A) any saleno Event of Default under Section 5.01(a), exchange(b), disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwisei) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yj) all has occurred and is continuing or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture;would result therefrom, (B) if such Guarantor remains a Subsidiary after giving effect to the consummation of such transaction, then at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.08 and 9.11 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)), (C) such Subsidiary shall not be (or discharge shall be simultaneously released as) a guarantor (if applicable) with respect to the New Credit Agreement or any other Material First Lien Indebtedness, (b) if such Guarantor is (or immediately after being released from its Note Guarantee of the guarantee by New Notes will be) released from its Guarantee of the New Credit Agreement and any other Material First Lien Indebtedness except any such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that and such Guarantor would then be is not a guarantor under any of the Other Notes and is not otherwise required to provide a Guarantee pursuant to the New Notes in accordance with Section 4.15 hereof);12.01, (Cc) if the designation of any Restricted Subsidiary that is Issuer exercises the legal defeasance option or covenant defeasance option or effects a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions satisfaction and discharge of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option , in each case, in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and11, or (iid) if such Guarantee was originally incurred to permit such Guarantor delivering to incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Indebtedness so incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been incurred following the release of such Note Guarantee and such Guarantor is not a guarantor under the New Credit Agreement or any other Material First Lien Indebtedness). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Issuer shall provide notice thereof to the Trustee an Officer’s Certificate (provided, that failure to deliver such notice shall not affect the automatic or unconditional release of such Guarantor Guarantee or constitute Default or become an Event of Default under this Indenture), and the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withsatisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Notwithstanding None of the foregoingIssuer, neither an Officer’s Certificate nor an Opinion of Counsel shall any Guarantor or the Trustee will be required in to make a notation on the case of a merger New Notes to reflect any Guarantee or consolidation in accordance with Section 10.06(i)(D)any such release, termination or discharge.

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Ai) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yB) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Bii) in the case of a Subsidiary Guarantor, (A) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (B) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (Ciii) (A) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (B) such Subsidiary Guarantor otherwise becoming an Excluded Subsidiary; (iv) (A) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (B) the discharge of the Issuer’s obligations under this Indenture (including pursuant to a satisfaction and discharge of this Indenture under Section 12.01 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (DA) the merger merger, amalgamation, consolidation or consolidation winding up of any Guarantor with and into the Issuer or another Guarantor or a Restricted Subsidiary that becomes a Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such a Guarantor following the transfer of all or substantially all of its assets to assets, in each case in a transaction that complies with the Issuer applicable provisions hereof or another Guarantor(B) the dissolution or liquidation of any Guarantor permitted by the applicable provisions of this Indenture; (vi) as described under Article IX; or (Evii) upon the exercise by the Issuers occurrence of their Legal Defeasance option or a Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms Suspension Event. (b) [Reserved]. (c) Notwithstanding any other provisions of this Indenture; andSection 11.06, any Guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. (iid) such Guarantor delivering to The Issuer will have the Trustee right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of such Guarantor or the Issuer or any Guarantor, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (A) any sale, exchange, transfer or other disposition or transfer (including by way of merger, amalgamation, consolidation, dividend, dividend distribution or otherwise) of (xi) the Capital Stock of such Guarantor, Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Guarantor, in each case case, if such sale, exchange, transfer or other disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) such Guarantor being (or being substantially concurrently) released or discharged from (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Senior Credit Facilities or (ii) the Guarantee of other Indebtedness of the Issuer or a Guarantor which resulted in the obligation to provide such Note Guarantee, except in the case of clause (i) or (ii), a release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee Note Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release) and will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to the covenant described under Section 4.15 hereof)4.09; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger exercise by the Issuer of its legal defeasance option or covenant defeasance option as provided in “Legal Defeasance and Covenant Defeasance” or the satisfaction and discharge of the Issuer’s obligations under this Indenture as provided in Section 11.01 hereof; (E) upon the merger, amalgamation or consolidation of any Guarantor with and into Holdings, the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option , in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture each case, in accordance compliance with the terms applicable provisions of this Indenture; (F) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date; and (iiG) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer as described under Section 9.01. Any Guarantee by a Parent Entity may be unconditionally released and an Opinion of Counsel, each stating that all conditions precedent provided discharged for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)any reason.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically (a) The Borrower may request, at any time that no Default has occurred and unconditionally released is continuing and dischargednot in connection with the sale, and shall thereupon terminate and be transfer or other disposition of no further force and effect, and no further action by such the Shares of the subject Guarantor, the Issuers or the Trustee is required for the a release of such Guarantor’s Guarantee, uponany Guarantee provided that: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of Borrower has provided evidence satisfactory to the Administrative Agent, upon such Guarantorrelease, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, Borrower would be in each case if such sale, exchange, disposition or transfer is made in pro forma compliance with the applicable provisions first sentence of this IndentureSection 11.1(u) immediately after such release; (Bii) the release or discharge of the guarantee by no Default would occur immediately following such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)release; (Ciii) immediately following such release, the designation of subject Guarantor shall not have provided any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary other guarantee in compliance connection with the applicable provisions of this Indenture; any Permitted Indebtedness permitted under clause (Db) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenturedefinition thereof; and (iv) in connection with any release of any Guarantees as contemplated in the last sentence of the definition of “Guarantor Exception”, the relevant Holding Company Subsidiary shall become a Guarantor pursuant to Section 11.1(u) contemporaneously with such release. (b) To the extent a sale, transfer or other disposition of the assets, property and undertaking of the Borrower and its Subsidiaries permitted pursuant to Section 11.2(d) includes the Shares of any Guarantor and provided that the Borrower has provided to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that (i) such sale or other disposition is permitted pursuant to Section 11.2(d), (ii) no Default has occurred and is continuing, (iii) the Borrower would be in pro forma compliance with the financial covenants set forth in Section 11.1(o) — (q) and the first sentence of Section 11.1(u) immediately after such sale, transfer or other disposition (and the requested release of Guarantees) and (iv) immediately following such release, such Guarantor delivering shall not have provided any other guarantee in connection with any Permitted Indebtedness permitted under clause (b) of the definition thereof, the Finance Parties hereby authorize the Administrative Agent, at the cost and expense of the Borrower, to execute such releases and other instruments which are necessary for the purpose of releasing the relevant Guarantees (as it relates to such Guarantor). Subsequent to any such sale, transfer or other disposition that includes the Shares of any Guarantor and provided that the Borrower has provided to the Trustee an Officer’s Certificate of Administrative Agent the aforesaid certificate, such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating shall forthwith cease to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Company.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) upon any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) all or substantially all of the assets of that Guarantor in accordance with this Indenture or (ii) the Capital Stock of such Guarantor, in each case, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this IndentureSubsidiary; (B2) if such Guarantor merges with and into the Company or another Guarantor that is a Subsidiary of the Company, with the Company or such other Guarantor surviving such merger; (3) upon the exercise by the Company of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Company’s obligations under this Indenture as described in Article VIII hereof; (4) if a Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary and such Subsidiary Guarantor is not otherwise required to provide a Subsidiary Guarantee of the Notes pursuant to the provisions of Section 4.11; or (5) upon the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement (to the extent the reason that the Guarantee of such Subsidiary Guarantor was provided was because of its guarantee of obligations under the Credit Agreement), or the release or discharge of such other guarantee that resulted in the creation of such GuaranteeGuarantee (to the extent the reason that the Guarantee of such Subsidiary Guarantor was provided was because of such other guarantee), except except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)4.11.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, any sale, exchange, issuance disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bb) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Cc) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) Indenture or the merger or consolidation occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with and into the Issuer or another Guarantor or upon the liquidation applicable provisions of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee or becomes an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).Excluded Subsidiary;

Release of Guarantees. Each Guarantee by a Guarantor (but, in the case of Holdings, only under clauses (4) and (6)) shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 4.11 hereof); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E4) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed any Indebtedness of such Guarantor or the Issuer in an aggregate principal amount outstanding in excess of $600,000,000 under any Credit Facility, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release effect. At the request of the Issuer, the Trustee shall execute and discharge have been complied with. Notwithstanding the foregoing, neither deliver an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)appropriate instrument evidencing such release.

Release of Guarantees. Each Guarantee by a (a) A Guarantor shall be automatically and unconditionally released and dischargeddischarged from its obligations under its Guarantee, this Credit Agreement and shall thereupon terminate and be of no further force and effectthe Fundamental Documents to which it is a party, and no further action by such Guarantor, the Issuers Borrower or the Trustee is Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (Ai) any sale, exchangeassignment, transfer, conveyance, exchange or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all of the assets of such GuarantorGuarantor (other than by lease); provided that, in each case if of the foregoing cases, (x) such sale, exchangeassignment, transfer, conveyance, exchange or other disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee including Section 7.6 and 7.7 (it being understood that a only such portion of the Net Available Cash as is required to be applied on or before the date of such release subject in accordance with Section 2.8(c) is to a contingent reinstatement will constitute a release for be applied in accordance therewith at such time) and (y) all the purposes obligations of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)under all Consolidated Debt of the Parent terminate upon consummation of such transaction; (Cii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureSubsidiary; (Diii) in the merger or consolidation case of any Guarantor which has provided a Guarantee in the Parent’s discretion and which does not or, substantially contemporaneously with and into the Issuer or another Guarantor or upon release, will not Guarantee any Material Indebtedness of the liquidation Borrower the Parent’s delivering notice to the Administrative Agent of its election to release such Guarantor following from its Guarantee; (iv) in the transfer case of all any Guarantor which meets the definition of its assets an Excluded Subsidiary, delivery to the Issuer or another Guarantor; or (E) the exercise by the Issuers Administrative Agent of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenturean Officer’s Certificate certifying thereto; and (iiv) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Termination Date.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution merger or otherwise) of (xi) the Capital Stock of such Guarantor, Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition exchange or transfer is made in a manner in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Cb) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (c) the Issuer exercising its legal defeasance option or covenant defeasance option as set forth in Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture, including as set forth in Article 11 hereof; (d) such Guarantor ceasing to be a Restricted Subsidiary in compliance with the applicable provisions as a result of a transaction or designation permitted under this Indenture; (De) such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the merger Issuer of any Indebtedness of the Issuer under the Senior Secured Credit Facilities or (ii) in the case of a Guarantee made by a Guarantor as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 4.15 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release); (f) upon the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option , in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture each case, in accordance compliance with the terms applicable provisions of this Indenture; and (iig) upon the occurrence of an Investment Grade Event; provided that such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel Guarantee shall be required in reinstated upon the case of a merger or consolidation in accordance with Section 10.06(i)(D)Reversion Date.

Release of Guarantees. Each Guarantee by a Guarantor (but, in the case of Holdings, only under clauses (4) and (6)) shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 4.11 hereof); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E4) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed any Indebtedness of such Guarantor or the Issuer in an aggregate principal or committed amount outstanding in excess of $600,000,000 under any Credit Facility, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release and discharge effect. The Issuer will also have been complied with. Notwithstanding the foregoingright, neither upon delivery of an Officer’s Certificate nor to the Trustee, to cause Holdings to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect, to the extent that, at such time (1) Holdings does not guarantee any Indebtedness of the Issuer in an Opinion aggregate or committed amount outstanding in excess of Counsel $600,000,000 under any Credit Facility and (2) the Issuer has an Investment Grade Rating on its non-credit-enhanced, senior unsecured long-term debt from both Rating Agencies. At the request of the Issuer, the Trustee shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)execute and deliver an appropriate instrument evidencing any such release.

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be discharged without future action of no further force and effect, and no further action by such Guarantorthe Issuers, the Issuers relevant Subsidiary Guarantor or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (including by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, issuance, disposition or transfer does not violate Section 4.15 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale, exchange, issuance, disposition or transfer; (y2) any sale, exchange, issuance, disposition or transfer (including by merger, amalgamation, consolidation or otherwise) of all or substantially all of the assets of such Subsidiary Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenturedoes not violate Section 4.15; (B3) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C4) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D5) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers of their Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option in accordance with as described under Article 8 hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (ii6) such Guarantor delivering consolidating with, merging into or transferring all of its assets to the Trustee an Officer’s Certificate of Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist; (7) as described under Article 9; or (8) the Issuer and an Opinion occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Suspension Event. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall any Guarantee by a Parent Company, if any, may be required automatically and unconditionally released and discharged for any reason. (b) In the event that any released Subsidiary Guarantor (in the case of clauses (3) and (4) of Section 10.06(a)) thereafter incurs or guarantees (or otherwise becomes liable for) (i) Obligations under the Revolving Credit Facility or (ii) Indebtedness under any Debt Facility in excess of the De Minimis Amount, such former Subsidiary Guarantor will again provide a merger or consolidation Guarantee. (c) Notwithstanding the foregoing, in accordance with Section 10.06(i)(D)no event shall any Subsidiary Guarantor be released from its Guarantee under this Indenture solely as a result of the termination of the Revolving Credit Facility.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, transfer or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no no longer a Restricted Subsidiary Subsidiary; or (y) any sale, exchange or transfer of all or substantially all of the assets of such Guarantor, in each either case if such which sale, exchange, disposition exchange or transfer is made in compliance with the applicable provisions of this Indenture; (B) upon the release merger, amalgamation or discharge consolidation of any Guarantor with and into an Issuers or another Guarantor or upon the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge liquidation of such other guarantee that resulted Guarantor, in each case, in compliance with the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes applicable provisions of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)Indenture; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;Indenture or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; 155 (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of Issuers’ exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the satisfaction and discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (iiE) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; (F) such Guarantor delivering to being released from all of (i) its obligations under all of its Guarantees of payment of all Indebtedness of the Trustee an Officer’s Certificate Company under the Senior Credit Facilities (except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation) unless at the time of such release or discharge such Guarantor is then a guarantor or the Issuer and an Opinion obligor in respect of Counsel, each stating any other Indebtedness that all conditions precedent provided for in this Indenture relating would require it to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of provide a merger or consolidation in accordance with Section 10.06(i)(D).Guarantee pursuant to Section

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of any Issuer or any Guarantor that resulted in the creation of such Guarantee, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Company, the Co-Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee an Officer’s Certificate transfer of such Guarantor all or substantially all of its assets, in each case in a transaction that complies with the Issuer and an Opinion applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Suspension Event. Notwithstanding the foregoing, neither any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate nor and an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance compliant with Section 10.06(i)(D)12.04 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.05. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is (x) no longer a Restricted Subsidiary or (y) an Excluded Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or, to the extent such Guarantee was provided pursuant to Section 4.15 hereof on account of any Capital Market Indebtedness, of such Capital Market Indebtedness, as applicable, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee or direct obligation is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) upon the merger merger, amalgamation or consolidation of any Guarantor with and into the Issuer, the Co-Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to in a transaction that complies with the Issuer or another Guarantorapplicable provisions of this Indenture; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall not be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D). In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Secured Credit Facilities or any Capital Markets Indebtedness of any of the Issuers or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. Each (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer, the Trustee or the Trustee is Collateral Agent shall be required for the release of such Guarantor’s Guarantee, upon: (Aa) any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution merger or otherwise) of (x) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such which sale, exchange, disposition exchange or transfer is made in compliance with the applicable provisions of this Indenture; (Bb) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facility or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except (i) a discharge or release by or as a result of payment under such guarantee or (it being understood that a release subject to a contingent reinstatement will constitute a release for ii) by reason of the purposes termination of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)Senior Credit Facility; (Cc) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ed) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the IssuersIssuer’s and the Guarantors’ obligations under this Indenture in accordance with the terms of this Indenture; or (e) upon an Investment Grade Rating Event, but only (i) to the extent set forth in Section 4.15 and (ii) if the Liens on the Collateral of such Guarantor securing the Notes and the Notes Obligations are also released at such time pursuant to Section 4.15; provided that such Guarantee of such Guarantor will be reinstated upon any Reinstatement Date; and (ii2) such Guarantor delivering to the Trustee an Officer’s Officers’ Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such transaction or release and discharge have been complied with. Notwithstanding . (b) At the foregoingwritten request of the Issuer, neither the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee; provided that prior to executing any release, discharge or termination the Trustee shall have received an Officer’s Officers’ Certificate nor and an Opinion of Counsel shall be required stating that all conditions precedent to such release in this Indenture and the case of a merger or consolidation in accordance with Section 10.06(i)(D)Security Documents have been complied with.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, any direct or indirect sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the applicable provisions of this Indenture; (Bb) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Cc) in the case of a Subsidiary Guarantor, the designation of any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of the Indenture; (Dd) upon the merger merger, amalgamation, consolidation or consolidation Division of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation or winding up of such Guarantor following Guarantor, in each case, in compliance with or in a manner not prohibited by the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orIndenture; (Ee) the occurrence of a Covenant Suspension Event; provided, that such Guarantor shall not be released pursuant to this clause (e) for so long as such Guarantor is an obligor or guarantor with respect to any Indebtedness under any Credit Facility; (f) as described in Article 9; (g) the exercise by the Issuers of their Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option with respect to the Notes in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture with respect to the Notes in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).;

Release of Guarantees. (a) Subject to the following paragraph and the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns. (b) Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantees and this Indenture and under the Security Documents, including the Intercreditor Agreement, with respect to the Note Guarantees shall thereupon terminate be released and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upondischarged: (A1) any sale, exchange, upon a sale or other disposition (including by way of consolidation or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of the relevant Guarantor or of a Parent thereof, such Guarantor, after which the applicable that such Guarantor is no longer ceases to be a Restricted Subsidiary Subsidiary, or (y) the sale or disposition of all or substantially all of the assets of such Guarantorthe relevant Guarantor (other than to the Company or a Restricted Subsidiary), in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of a transaction otherwise permitted by this Indenture; (B2) upon the release designation in accordance with this Indenture of the relevant Guarantor as an Unrestricted Subsidiary; (3) upon defeasance or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesNotes, as provided in Article VIII or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)Article X; (C4) upon the designation release of the Guarantor’s Note Guarantees under any Restricted Subsidiary Indebtedness that triggered such Guarantor’s obligation to Guarantee the Notes under the covenant described in Section 4.16; provided that no other Indebtedness is a at the time Guaranteed by the Guarantor as an Unrestricted Subsidiary that would result in compliance with the applicable provisions of this Indenturerequirement that the Guarantor provide Note Guarantees; (D5) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer full payment of all obligations of its assets to the Issuer or another GuarantorCompany and the Guarantors under this Indenture and the Notes; (6) in connection with certain enforcement actions taken by the creditors under certain secured Indebtedness as provided under the Intercreditor Agreement; or (E7) as described under Article IX. (c) Each Holder hereby authorizes the exercise by Trustee to take all actions, including the Issuers granting of their Legal Defeasance option releases or Covenant Defeasance option in accordance with Article 8 hereof or waivers under the discharge of the Issuers’ obligations under this Indenture Intercreditor Agreement, to effectuate any release in accordance with the terms provisions of this Indenture; and (ii) such Guarantor delivering Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Trustee.

Release of Guarantees. Each The Note Guarantee by of a Guarantor shall be automatically and unconditionally released released, subject to the terms of this Indenture and discharged, the Security Documents and upon notice to the Trustee (which failure to deliver such notice shall thereupon terminate and be not effect the release without delivery of no further force and effect, and no further any instrument or any action by any party), (a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor; provided that, the Issuers or the Trustee is required for the any release of such Guarantor’s Guarantee, uponpursuant to preceding clause (y) shall only be effective if: (A) any saleno Event of Default under Section 5.01(a), exchange(b), disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwisei) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yj) all has occurred and is continuing or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture;would result therefrom, (B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.07 and 9.09 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)); (C) such Subsidiary shall not be (or discharge shall be simultaneously released as) a guarantor (if applicable) with respect to any Secured Notes, Other First Lien Debt, Permitted Junior Debt, Existing Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien, or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the foregoing; and (D) the transaction resulting in such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer; (b) [reserved], (c) [reserved], (d) [reserved], (e) if such Guarantor is (or immediately after being released from its Note Guarantee of the guarantee by Notes will be) released from its Guarantee of all First Lien Obligations and Junior Lien Obligations except any such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that and such Guarantor would then be is not a guarantor under any of the other First Lien Obligations and is not otherwise required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations Notes under this Indenture in accordance with Section 12.01, (f) if the terms Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture; and, in each case, in accordance with Article 11, or (iig) if such Guarantee was originally Incurred to permit such Guarantor delivering to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.07 or Section 9.08 and the Trustee Indebtedness so Incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.07 or Section 9.08 if such outstanding Indebtedness or guarantee would have been Incurred following the release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Notes)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officer’s Certificate of such Guarantor or from the Issuer and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withsatisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Notwithstanding None of the foregoingIssuer, neither an Officer’s Certificate nor an Opinion of Counsel shall any Guarantor or the Trustee will be required in to make a notation on the case of a merger Notes to reflect any Guarantee or consolidation in accordance with Section 10.06(i)(D)any such release, termination or discharge.

Release of Guarantees. Each (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, transfer or other disposition or transfer (by merger, consolidation, amalgamation, consolidation, dividend, distribution or otherwise) of (xA) the Capital Stock of such GuarantorGuarantor (including any sale, exchange, issuance, transfer Restricted Payment or other disposition), after which the applicable Guarantor is no longer a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary, or (yB) all or substantially all of the assets of such Guarantor, in each case case, if such sale, exchange, issuance, transfer or other disposition or transfer is made in compliance with not prohibited by the applicable provisions of this Indenture; (BA) the release or discharge of the guarantee or direct obligation by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement or, or if applicable, the release or discharge of such other guarantee that which resulted in the creation of such GuaranteeGuarantee or (B) in case of a Guarantee required to be provided pursuant to Section 4.15(a)(ii), except upon a reduction in aggregate principal amount of the capital markets debt securities being guaranteed by such Guarantor that resulted in such Guarantor providing such Guarantee to $200,000,000 or less, except, in the case of clause (A), a discharge or release by or as a result of payment under such guarantee or direct obligation after the occurrence of a payment event of default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee guarantee or direct obligation is so reinstated, reinstated then such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to by Section 4.15 hereof4.15); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or notification to the Trustee by an Officer’s Certificate that a Restricted Subsidiary that is a Guarantor shall have become an Excluded Subsidiary, in either case, in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of Company exercising its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (5) the merger, consolidation, amalgamation or winding-up of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, consolidation, amalgamation or winding-up, or upon the liquidation of a Guarantor following the transfer of all of its assets to the Company or another Guarantor; (6) the merger, consolidation, amalgamation or winding-up of any Guarantor with and into a Restricted Subsidiary in a transaction permitted by this Indenture where such Restricted Subsidiary is the surviving Person and such Restricted Subsidiary is a Foreign Subsidiary or is an Excluded Subsidiary, or upon the liquidation of a Guarantor following the transfer of all of its assets to such a Restricted Subsidiary; or (7) the occurrence of a Covenant Suspension Event; and (iib) the Company and such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Subject to compliance with the provisions described above under this Article 11, the Note Guarantee by of a Guarantor shall and the security interests granted by that Guarantor to secure its Note Guarantee will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action released: (a) if the lenders under the Credit Agreement release the guarantees by such Guarantor, Guarantor under the Issuers or Credit Agreement (provided that it will not be deemed to be a release of the Trustee is required first priority security interest requiring the automatic release of the Trustee’s Liens (for the benefit of the Holders) if the release of the first priority lien securing the Credit Agreement is the result of a Refinancing of the Credit Agreement and as a result of which the first priority liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are terminated and/or replaced with liens in favor of the lenders or holders of such Guarantor’s Guarantee, upon:refinancing Indebtedness (or any agent on their behalf); (Ab) in connection with any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guarantortransaction) an Issuer or a Restricted Subsidiary of ▇▇▇▇ Las Vegas, in each case if such sale, exchange, the sale or other disposition or transfer is made in compliance with the applicable provisions of this IndentureSection 4.10 hereof, and if, after giving effect to such sale or other disposition, such Guarantor is an Immaterial Subsidiary; (Bc) the release in connection with any sale or discharge other disposition of all of the guarantee by such Capital Stock of that Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute Person that is not (either before or after giving effect to such transaction) an Issuer or a release for Restricted Subsidiary of ▇▇▇▇ Las Vegas, if the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to sale or other disposition does not violate Section 4.15 4.10 hereof); (Cd) the designation of if ▇▇▇▇ Las Vegas designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSection 4.17 hereof; or (Ee) the exercise by the Issuers of their upon Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent as provided for in Section 8.02 hereof or satisfaction and discharge of this Indenture relating as provided for in Section 12.01 hereof. In addition to such transaction or the release and discharge have been complied with. Notwithstanding of any Note Guarantee by the foregoingapplicable Guarantor as described in this Section 11.06, neither an Officer’s Certificate nor an Opinion the obligations of Counsel shall the Guarantors under the Note Guarantees will be required released if all of the Collateral is released as provided for in the case of a merger or consolidation in accordance with Section 10.06(i)(D)10.03(b) hereof.

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) (a) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of any of the Issuers or any Guarantor, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureIndenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; andArticle XII hereof; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer, the Co-Issuer or Guarantor (other than the Parent Guarantor) that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; or (6) as described under Article IX. (b) The Note Guarantee of the Parent Guarantor will terminate upon: (1) the exercise by the Issuers of their legal defeasance option or covenant defeasance option as described under Article VIII hereof; or (2) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XII hereof. (c) Notwithstanding the foregoing, any guarantee by a Parent Company (other than the Parent Guarantor) may be automatically and unconditionally released and discharged for any reason. (d) The Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of such Guarantor any of the Issuers or any Guarantor, and is not otherwise required by the Issuer and an Opinion applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) any sale, exchange, disposition exchange or transfer (by merger, amalgamationwind-up, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition exchange or transfer is made in compliance with the applicable provisions of this Indenture; (Bb) the release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (Cc) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the applicable provisions definition of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor“Unrestricted Subsidiary” hereunder; or (Ed) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (ii2) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers Company or the Trustee is required for the release of such Subsidiary Guarantor’s GuaranteeGuarantee (and the Trustee (subject to its receipt of an Officers’ Certificate) shall, at the Company’s request and expense, execute documents evidencing such release), upon: (Ai) any in the event of a sale, exchange, issuance disposition or other transfer (including by merger, amalgamation, way of consolidation, dividend, distribution or otherwisemerger) of (x) the Capital Stock of such Subsidiary Guarantor or issuance of Capital Stock by such Subsidiary Guarantor, after in each case, following which the applicable such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or other transfer is made in compliance with with, or is not prohibited by, the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bii) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Ciii) the designation of any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureSection 4.18; (Div) the merger merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer Company or another Subsidiary Guarantor or upon the liquidation liquidation, dissolution or winding up of such Guarantor following the transfer of all of its assets to the Issuer or another Subsidiary Guarantor; or; (Ev) as described under Article IX hereof; (vi) the exercise by the Issuers Company of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Company’s obligations under this Indenture in accordance with the terms of this Indenture; andor (iivii) such Guarantor delivering to the Trustee extent that such Subsidiary Guarantor is not an Officer’s Certificate Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the Guarantee referred to in such clause. (b) In addition, if any Subsidiary Guarantor or becomes an Immaterial Subsidiary, the Issuer and an Opinion of CounselCompany shall have the right to cause such Immaterial Subsidiary to cease to be a Subsidiary Guarantor, each stating subject to the requirement that all conditions precedent provided for in this Indenture relating such Subsidiary Guarantor again becomes a Subsidiary Guarantor to the extent such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be guarantee is required in the case of a merger or consolidation in accordance with by covenant described under Section 10.06(i)(D)4.15.

Release of Guarantees. Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor including if to the Issuer or another Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;; or (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (ii2) such Guarantor the Issuer delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor including if to the Issuer or another Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 4.11 hereof); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option with respect to the applicable series in accordance with Article VIII hereof or the discharge of the Issuer’s obligations under this Indenture with respect to the applicable series in accordance with the terms of this Indenture; (D5) the merger merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such a Guarantor following the transfer of all or substantially all of its assets to assets, in each case in a transaction that complies with the Issuer or another Guarantorapplicable provisions of this Indenture; or (E6) as described in Article IX. In addition, the exercise by Issuer will have the Issuers right, upon delivery of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of such Guarantor or the Issuer in an aggregate principal amount outstanding in excess of $600,000,000 under any Credit Facility, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release effect. At the request of the Issuer, the Trustee shall execute and discharge have been complied with. Notwithstanding the foregoing, neither deliver an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)appropriate instrument evidencing such release.

Release of Guarantees. Each Guarantee (a) If (i) after the Closing Date, New HoldCo or (ii) after a Mandatory Cancellation Event that occurs prior to the consummation of the Acquisitions, STERIS, receives a credit rating of Baa3 or higher by a ▇▇▇▇▇’▇ (with stable or better outlook) and BBB- or higher by Standard and Poor’s (with stable or better outlook) at any time, each Guarantor (other than STERIS and New HoldCo) shall automatically without delivery of any instrument or performance of any act by any party be automatically and unconditionally released and dischargedfrom this Guaranty (for so long as such ratings are maintained at such levels or higher) except to the extent that any such entity remains an obligor in respect of any Existing STERIS Notes or other Material Indebtedness, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, in which case the Issuers or the Trustee is required for the release Guaranty of such Guarantor’s Guarantee, upon:entity shall remain in effect until such indebtedness is repaid or such entity shall cease to be a guarantor thereof. (Ab) A Guarantor (other than STERIS and New HoldCo) shall automatically without delivery of any saleinstrument or performance of any act by any party be released from its obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Reporting Entity, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwiseii) of (x) the Capital Stock of at such Guarantor, after which the applicable time that such Guarantor is no longer (x) a Restricted Material Subsidiary of STERIS that is a Domestic Subsidiary or (y) all a Material Subsidiary of Synergy that is organized under the laws of England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such entity shall remain a Guarantor, or substantially all (iii) upon the occurrence of the assets of applicable circumstances set forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set forth therein. (c) In connection with any release pursuant to this Section 8.08, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent all documents that such Guarantor would then be required shall reasonably request to provide a Guarantee evidence such release. Any execution and delivery of documents pursuant to this Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger 8.08 shall be without recourse to or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise warranty by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Administrative Agent.

Release of Guarantees. Each Subject to compliance with the provisions described above under this Article 11, the Note Guarantee by of a Guarantor shall and the security interests granted by that Guarantor to secure its Note Guarantee will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action released: (a) if the lenders under the Credit Agreement release the guarantees by such Guarantor, Guarantor under the Issuers or Credit Agreement (provided that it will not be deemed to be a release of the Trustee is required first priority security interest requiring the automatic release of the Trustee’s Liens (for the benefit of the Holders) if the release of the first priority lien securing the Credit Agreement is the result of a Refinancing of the Credit Agreement and as a result of which the first priority liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are terminated and/ or replaced with liens in favor of the lenders or holders of such Guarantor’s Guarantee, upon:refinancing Indebtedness (or any agent on their behalf); (Ab) in connection with any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guarantortransaction) an Issuer or a Restricted Subsidiary of W▇▇▇ Las Vegas, in each case if such sale, exchange, the sale or other disposition or transfer is made in compliance with the applicable provisions of this IndentureSection 4.10 hereof, and if, after giving effect to such sale or other disposition, such Guarantor is an Immaterial Subsidiary; (Bc) the release in connection with any sale or discharge other disposition of all of the guarantee by such Capital Stock of that Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute Person that is not (either before or after giving effect to such transaction) an Issuer or a release for Restricted Subsidiary of W▇▇▇ Las Vegas, if the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to sale or other disposition does not violate Section 4.15 4.10 hereof); (Cd) the designation of any if W▇▇▇ Las Vegas designates such Guarantor, if a Restricted Subsidiary that is a Guarantor as Subsidiary, to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSection 4.17 hereof; or (Ee) the exercise by the Issuers of their upon Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent as provided for in Section 8.02 hereof or satisfaction and discharge of this Indenture relating as provided for in Section 12.01 hereof. In addition to such transaction or the release and discharge have been complied with. Notwithstanding of any Note Guarantee by the foregoingapplicable Guarantor as described in this Section 11.06, neither an Officer’s Certificate nor an Opinion the obligations of Counsel shall the Guarantors under the Note Guarantees will be required released if all of the Collateral is released as provided for in the case of a merger or consolidation in accordance with Section 10.06(i)(D)10.03(b) hereof.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, transfer or other disposition or transfer (by merger, consolidation, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such GuarantorSubsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Subsidiary Guarantor, in each case case, if such sale, exchange, issuance, transfer or other disposition or transfer is made in compliance with not prohibited by the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bi) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under with respect to the Senior Secured Credit Facilities, Facilities or (ii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such GuaranteeGuarantee except, except in the case of clauses (i) or (ii), a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of exercising its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation, consolidation, winding up or Division of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation, winding up or Division or upon the liquidation of such Subsidiary Guarantor; or (6) the occurrence of a Covenant Suspension Event; provided that such Guarantee will not be released pursuant to this clause (6) for so long as such Guarantor delivering is an obligor with respect to any Indebtedness under the Trustee an Officer’s Certificate of such Guarantor Senior Credit Facilities or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Existing Senior Notes.

Release of Guarantees. (a) Subject to the following paragraph and the terms of the Intercreditor Deeds, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (a) remain in full force and effect until payment in full of all the Guaranteed Obligations, (b) be binding upon each Note Guarantor and its successors and (c) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns. (b) Each Note Guarantee by a Note Guarantor shall will be automatically and unconditionally released and discharged, and shall thereupon terminate each Note Guarantor and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Deeds will be released and discharged: (1) upon the defeasance or discharge of the Notes as provided in Article 8 or Article 10, in each case in accordance with the terms of this Indenture; (2) upon an enforcement action, pursuant to the terms of the Group Intercreditor Deed; (3) with respect to an Additional Subsidiary Guarantee given under Section 4.19, upon release of the guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no further force and effect, Event of Default would arise as a result and no further action other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by such the relevant Subsidiary Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee; (4) with respect to Subsidiary Guarantors only, upon: (A) any sale, exchange, transfer or disposition or transfer of (whether by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xthe sale of) the Capital Stock of such Guarantor, Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) the sale of all or substantially all of the assets (other than by lease) of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in each case if such transaction to a Person which is not the Company or a Restricted Subsidiary; provided that such sale, exchange, transfer or disposition or transfer is made in compliance with this Indenture, including Section 4.10 (it being understood that only such portion, if any, of the applicable provisions Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this IndentureIndenture needs to be applied in accordance therewith at such time) and Section 5.01; (B) the release or discharge of the guarantee by such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Secured Existing Credit Facilities, Facility or any Pari Passu Lien Obligation (including by reason of the release termination of the Existing Credit Facility or discharge of such other guarantee any Pari Passu Lien Obligation) and/or the Guarantee that resulted in the creation obligation of such GuaranteeSubsidiary Guarantor to guarantee the Notes, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and Guarantee; provided that if such Person has Incurred any such Guarantee is so reinstatedIndebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 4.09, such Guarantee shall also Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be reinstated to the extent that such Guarantor would then be required to provide Incurred by a Guarantee pursuant to Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 4.15 hereof);4.09; or (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureSubsidiary; (D5) in the merger or consolidation case of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of clause (4)(A) above only, such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding ; and (6) as provided for in Section 4.24. (c) Each Holder hereby authorizes the foregoingTrustee to take all actions, neither an Officer’s Certificate nor an Opinion including the granting of Counsel shall be required in releases or waivers under the case of a merger or consolidation Intercreditor Deeds, to effectuate any release in accordance with the provisions of this Section 10.06(i)(D)11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.

Release of Guarantees. Each (a) A Guarantee by a (including any Guarantee provided pursuant to Section 4.21) shall be automatically and unconditionally released, and the Guarantor that granted such Guarantee shall be automatically and unconditionally released from its obligations and dischargedliabilities thereunder and hereunder upon legal defeasance as provided in Section 8.02 or covenant defeasance as provided in Section 8.03 or if all obligations under this Indenture are discharged in accordance with the terms of this Indenture, in each case, in accordance with the terms and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantorconditions in this Indenture, the Issuers or Intercreditor Agreement and any Additional Intercreditor Agreement. (b) In addition, the Trustee is required for the release Subsidiary Guarantee of such Guarantor’s Guarantee, upona Subsidiary Guarantor will be released: (Ai) in connection with any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such Guarantortransaction) the Parent Guarantor or a Restricted Group Member, if the sale or other disposition does not violate the provisions of the covenant set forth in each case if Section 4.11 to be satisfied at the time of such sale or other disposition; (ii) in connection with any direct or indirect sale, exchangeissuance or other disposition of the Capital Stock of that Subsidiary Guarantor (including by way of merger or consolidation) upon which such Subsidiary Guarantor is no longer a Restricted Group Member, if the sale or other disposition or transfer does not violate the covenant set forth in Section 4.11; (iii) if the Parent Guarantor designates any Restricted Group Member that is made a Subsidiary Guarantor to be an Unrestricted Group Member in compliance accordance with the applicable provisions of this Indenture; (Biv) upon legal defeasance or satisfaction and discharge of this Indenture under Article Eight of this Indenture; (v) as provided in Article Nine of this Indenture; (vi) in the case of Guarantees granted pursuant to Section 4.21, upon the discharge of the Debt or the release or and discharge of the guarantee or security that gave rise to the obligation to guarantee the Notes; (vii) in connection with the solvent liquidation or dissolution of such Subsidiary Guarantor; (viii) automatically without any action by the Trustee or the Security Agent, pursuant to or in connection with any Permitted Reorganization; or (ix) upon the release of such Subsidiary Guarantor from its guarantee of Indebtedness Debt under the Senior Secured Revolving Credit Facilities, or the release or discharge of such Facility (other guarantee that resulted in the creation of such Guarantee, except than a discharge or release by or as a result of the payment under of such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provisionDebt), and that if any so long as such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would not then otherwise be required to provide a Guarantee guarantee the Notes pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into 4.21. In all cases the Issuer or another Guarantor or upon the liquidation of and such Guarantor following the transfer of all of its assets Guarantors that are to the Issuer or another Guarantor; or (E) the exercise by the Issuers of be released from their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering Guarantees shall deliver to the Trustee an Officer’s Certificate and an opinion of counsel certifying compliance with this Section 10.03, in each case, evidencing such release. At the request of the Issuer, the Trustee shall as soon as reasonably practicable following receipt of such Guarantor or the Issuer documentation, execute and deliver an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to appropriate instrument evidencing such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required (in the case of a merger or consolidation in accordance with Section 10.06(i)(Dform provided by the Issuer).

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Ai) in the case of a Subsidiary Guarantor, any sale, exchange, transfer or other disposition or transfer (by merger, consolidation, amalgamation, consolidation, dividend, distribution Division or otherwise) of (x) the Capital Stock of such GuarantorSubsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case case, if such sale, exchange, transfer, Division or other disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bii) the release or discharge of the guarantee or direct obligation by such Guarantor of Indebtedness under the Senior Secured ABL Credit Facilities, Agreement or the release or discharge of such other guarantee that which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject subsequent to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (Ciii) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (Div) in the case of a Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary in compliance with the applicable provisions of this Indenture; (v) the merger Company exercising the Legal Defeasance option or consolidation Covenant Defeasance option in accordance with Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (vi) the merger, consolidation, Division or amalgamation of any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, consolidation, Division or amalgamation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Evii) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with as described under Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms 9 of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, BmYjYflgj* l`] Dkkm]j gj l`] Ojmkl]] ak j]imaj]\ ^gj l`] j]d]Yk] g^ km[` BmYjYflgjzk BmYjYfl]]* upon: (Aa) other than with respect to Guarantees of Holdings and BKFS Holdings, any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such GuarantorGuarantor to any Person other than Holdings or a Restricted Subsidiary, in each case if such sale, exchange, disposition or transfer is made and otherwise in compliance with the applicable provisions of this Indenture; ; (Bb) other than with respect to Guarantees of Holdings and BKFS Holdings, the release or discharge from its obligations under its guarantees of payment of any Indebtedness of the guarantee by such Issuer or any Guarantor of Indebtedness under the Senior Secured Amended and Restated Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee Facilities (it being understood that a release subject to a contingent reinstatement will constitute is still considered a release for the purposes of this provisionrelease, and that if -90- any such Guarantee Indebtedness of such Guarantor under the Amended and Restated Credit Facilities is so reinstated, such Guarantee shall also be reinstated reinstated); (c) other than with respect to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) Guarantees of Holdings and BKFS Holdings, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; ; or (Dd) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of exercising its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or VIII gj l`] Dkkm]jzk gZda_Ylagfk mf\]▇ ▇`ak Df\]flmj] Z]af_ discharged in accordance with Article XI. In the case of a release and discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering above, the Issuer shall deliver written notice to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding discharge, but failure to so notify the foregoing, neither an Officer’s Certificate nor an Opinion Trustee shall not constitute a Default or Event of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Default.

Release of Guarantees. Each (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Company or the Trustee is required for the release of such Guarantor’s 's Guarantee, upon: (A1) any sale, exchange, disposition or transfer if (by merger, amalgamation, consolidation, dividend, distribution or otherwisea) all of (x) the Capital Stock of Interests issued by such Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such GuarantorGuarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or any of its Restricted Subsidiaries or (b) such Subsidiary Guarantor ceases to be a Restricted Subsidiary, and in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) and (b) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesCompany otherwise complies, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent applicable, with SECTION 4.10, SECTION 4.17 and SECTION 5.01, as applicable; or (2) upon (i) payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then due and payable, (ii) a satisfaction and discharge of this Indenture pursuant to SECTION 11.01 and (iii) the occurrence of a Legal Defeasance or Covenant Defeasance pursuant to SECTION 8.02 or SECTION 8.03. (b) The Guarantee of the Parent will be released without further action required on the part of the Trustee or any Holder (1) in connection with any sale or other disposition of all or substantially all of the assets of the Company, (2) at such Guarantor would time as the Parent ceases to Guarantee any obligations securing First Priority Claims; PROVIDED, that so long as any Notes remain outstanding, the Guarantee of the Parent shall be reinstated upon the subsequent Guarantee by the Parent of any obligations securing First Priority Claims, or (3) upon (i) payment in full in cash of the principal of, premium, if any, and, accrued and unpaid interest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then be required due and payable, (ii) a satisfaction and discharge of this Indenture pursuant to provide SECTION 11.01 and (iii) the occurrence of a Legal Defeasance or Covenant Defeasance pursuant to SECTION 8.02 or SECTION 8.03. (c) In the case of a release of a Guarantee pursuant to Section 4.15 hereof); paragraph (Ca) or (b) above, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering Company shall deliver to the Trustee an Officer’s 's Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withwith in all material respects. Notwithstanding At the foregoingrequest and at the expense of the Company, neither an Officer’s Certificate nor an Opinion of Counsel the Trustee shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)execute and deliver any instrument evidencing such release.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, issuance, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, issuance, exchange, disposition or transfer is made in compliance with or is not prohibited the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger merger, amalgamation, consolidation or consolidation Division of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation or winding up of such Guarantor following Guarantor, in each case, in compliance with or in a manner not prohibited by the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D). In the case of a merger or consolidation in accordance with clause (i)(D) above, such Guarantor or the Issuer shall deliver notice to the Trustee of such merger or consolidation, but failure to so notify the Trustee shall not constitute a Default or Event of Default.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, uponGuarantee upon (a) receipt by the Trustee of a notification from the Issuer that such Guarantee be released and (b) the occurrence of any of the following: (A1) any direct or indirect sale, exchange, disposition or other transfer (including by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such Guarantor, after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition or other transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (B2) (A) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or (B) the release or discharge of such other the guarantee that which resulted in the creation of such Guarantee, in each case except a release or discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance accordance with the applicable provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary” in this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all Issuer’s exercise of its assets to legal defeasance option or covenant defeasance option as described under Article VIII or the Issuer or another GuarantorIssuer’s obligations under this Indenture being discharged in a manner not in violation of Article XI; or (E5) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case occurrence of a merger or consolidation Covenant Suspension Event as described in Section 4.15; provided that such Guarantee will be reinstated upon the applicable Reversion Date in accordance with Section 10.06(i)(D4.15(c). A Guarantee by a Guarantor shall also be automatically and unconditionally released and discharged pursuant to Section 4.15(c). If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will also be released from their Guarantees, if any. Upon request of the Issuer, the Trustee shall evidence such release by its execution of a supplemental indenture or other instrument which may be executed by the Trustee and the Issuer without the consent of any Holder.

Release of Guarantees. Each The Guarantee by of a Guarantor (other than Carnival plc) shall automatically be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, uponreleased: (Ai) in connection with any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such GuarantorSubsidiary Guarantor (including by way of merger, in each case consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if such sale, exchange, the sale or other disposition or transfer is made in compliance with the applicable provisions of this Indenturedoes not violate Section 6.2.5; (Bii) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the release Company or discharge of a Restricted Subsidiary, if the guarantee by such sale or other disposition does not violate Section 6.2.5 and the Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except either (i) ceases to be a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Guarantee pursuant to Section 4.15 hereof)6.2.7; (Ciii) if the designation of any Restricted Lead Borrower designates such Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this IndentureAgreement; (Div) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer full and final payment and performance of all Obligations of its assets the Borrowers and the Guarantors under this Agreement and the Guarantees; or 167 (v) as described under Section 11.1; provided that, in each case, Lead ▇▇▇▇▇▇▇▇ has delivered to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee Administrative Agent an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture Agreement relating to such transaction or release and discharge have been complied with. Notwithstanding The Guarantee of Carnival plc shall automatically be released upon any of the foregoingcircumstances described in clause (iv) of the immediately preceding paragraph; provided that, neither in each case, Carnival plc has delivered to the Administrative Agent an Officer’s Certificate nor an Opinion stating that all conditions precedent provided for in this Agreement relating to such release have been complied with. The Administrative Agent shall take all necessary actions at the request of Counsel shall be required in the case Lead Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a merger or consolidation Guarantee in accordance with Section 10.06(i)(D)these provisions. Each of the releases set forth above shall be effected by the Administrative Agent without the consent of the Lenders and will not require any other action or consent on the part of the Lenders.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, disposition disposition, or transfer (by merger, amalgamation, consolidation, dividend, distribution distribution, or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor, in each case if such salecase, exchange, disposition or transfer is made in compliance with the applicable provisions of this IndentureSection 4.10(a)(1) and Section 4.10(a)(2) hereof; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by by, or as a result of of, payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the applicable provisions definition of this Indenture“Unrestricted Subsidiary”; (D4) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Issuer or another Guarantor; or (E5) the exercise by the Issuers Issuer of their the Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to . The Issuer shall notify the Trustee an Officer’s Certificate in writing of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such Guarantor notification shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee. Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee shall, at the sole cost and written request of the Issuer and an Opinion upon receipt of Counselthe documents required by Section 14.03, each stating that all conditions precedent provided for without recourse, representation or warranty, execute any documents reasonably requested by the Issuer in this Indenture relating order to evidence or effect such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)release.

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Subsidiary Guarantor (including to any of the Issuers or another Subsidiary Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facility or the release Capital Markets Indebtedness of any Issuer or discharge of such other guarantee any Subsidiary Guarantor that resulted in the creation of such Guarantee, except or (b) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Company, the Co-Issuer or a Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Subsidiary Guarantor delivering to following the Trustee an Officer’s Certificate transfer of such Guarantor all or substantially all of its assets, in each case in a transaction that complies with the Issuer and an Opinion applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Termination Event. Notwithstanding the foregoing, neither any guarantee by a Parent Company, including the Parent Guarantors, may be automatically and unconditionally released and discharged for any reason by the Company by the delivery of an Officer’s Certificate nor and Opinion of Counsel to the Trustee. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel shall to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facility or Capital Markets Indebtedness of an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be required in the case unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of a merger no further force or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each (a) The Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (1) in the case of a Subsidiary Guarantor, (A) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, exchange, disposition or other transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of following which such Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary), or (y) all or substantially all of the assets assets, of such GuarantorSubsidiary Guarantor (other than a sale, in each case disposition or other transfer to a Restricted Subsidiary) if such sale, exchange, disposition or other transfer is made in compliance with the applicable provisions of this Indenture; (A) the designation by the Company of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture as described under Section 4.07 hereof and the definition of “Unrestricted Subsidiary”; (B) the release or discharge of the such Subsidiary Guarantor from its guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that resulted in the creation obligation of such GuaranteeSubsidiary Guarantor to guarantee the Notes, except in each case, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to Section 4.15 hereof (treating any guarantees of such Subsidiary Guarantor that remain outstanding as incurred at least 30 days prior to such release) except, in each case, a release or discharge or release by by, or as a result of of, payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for or payment in full of the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to Indebtedness under the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSenior Credit Facilities; or (E2) the exercise by the Issuers of their Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (3) in the case of clause (1)(A) above, the release of such Subsidiary Guarantor from its guarantee, if any, of and all pledges and security, if any, granted in connection with the Senior Credit Facilities (in the case of a Subsidiary Guarantor) or any other Indebtedness of the Company or any Restricted Subsidiary; and (ii4) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding . (b) The Parent Guarantee shall be automatically and unconditionally released and discharged, and no further action by the foregoingParent Guarantor, neither the Company, the Issuer or the Trustee shall be required for the release and termination of the Parent Guarantee, upon (1) the Company delivering to the Trustee an Officer’s Certificate nor an Opinion Certificate, confirming ongoing compliance by the Company of Counsel shall be required in the case Section 4.03 of a this Indenture, (2) any merger or consolidation of the Parent Guarantor with the Company, (3) exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Section 10.06(i)(D)Article 8 hereof, (4) discharge of the Issuer’s obligations under Article 11 hereof or (5) payment in full of the aggregate principal amount of all Notes then outstanding and all other applicable Obligations under the Parent Guarantee then due and owing.

Release of Guarantees. Each (a) The Guarantee by of a Guarantor shall will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any salein the case of a Subsidiary Guarantor, exchange, upon the sale or other disposition (including by way of consolidation or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such a Subsidiary Guarantor, after which other than to the applicable Guarantor is no longer Parent or a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of Parent and as permitted by this Indenture; (B2) in the release case of a Subsidiary Guarantor, upon the sale or discharge disposition of all or substantially all the assets of a Subsidiary Guarantor, other than to the Parent or a Subsidiary of the guarantee Parent and as permitted by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D3) in the merger case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor no longer guarantees any (i) Debt Facility with aggregate principal amount of $100.0 million or consolidation more (including, without limitation, the Senior Secured Credit Facility) or (ii) Material Capital Markets Debt of any Guarantor with and into the Issuer or another Guarantor or Parent; (4) upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with of the Notes, as provided under Article 8 hereof 8, or the discharge of the Issuers’ Issuer’s obligations, as provided under Article 11; (5) as described under Article 9; or (6) in the case of the Parent, upon the circumstances described in clauses (4) and (5), and if the Issuer ceases for any reason to be a Subsidiary of the Parent; provided that all guarantees and other obligations of the Parent in respect of all other indebtedness under this Indenture any Debt Facility or Material Capital Markets Debt of the Issuer terminate upon the Issuer ceasing to be a Subsidiary of the Parent. (b) In the case of clause (a)(3), subject to Section 4.09, in the event that any released Subsidiary Guarantor thereafter borrows money or guarantees indebtedness under any Debt Facility with aggregate principal amount of $100.0 million or more or Material Capital Markets Debt of the Parent, such former Subsidiary Guarantor will again provide a Guarantee in accordance with the terms of this Indenture; andSection 4.09. (iic) such If the Guarantee of any Guarantor delivering is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail and that such release complies all conditions precedent to release set forth in this Indenture. The Trustee shall take all necessary actions to effectuate any release of a Guarantor in accordance with the provisions of this Indenture. Each of the releases set forth above shall be effected by Trustee without the consent of the holders of the Notes or any other action or consent on the Issuer part of the Trustee. At the written request and expense of the Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions precedent provided for in this Indenture relating to the release of such transaction or release and discharge Guarantor have been complied with. Notwithstanding , the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel Trustee shall be execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the case of a merger or consolidation in accordance with applicable Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.06(i)(D10.06(a)).

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, any sale, exchange, issuance disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bb) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the New Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Cc) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) Indenture or the merger or consolidation occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with and into the Issuer or another Guarantor or upon the liquidation applicable provisions of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee or becomes an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).Excluded Subsidiary;

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) upon any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yi) all or substantially all of the assets of that Guarantor in accordance with this Indenture or (ii) the Capital Stock of such Guarantor, in each case if case, after which such sale, exchange, disposition or transfer Guarantor is made in compliance with the applicable provisions of this Indentureno longer a Subsidiary; (B2) if such Guarantor merges with and into the Company or another Guarantor, with the Company or such other Guarantor surviving such merger; (3) upon the exercise by the Company of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Company’s obligations under this Indenture as described in Article XI hereof; (4) if a Guarantor ceases to be a Wholly Owned Subsidiary of the Company and such Guarantor is not otherwise required to provide a Guarantee of the Notes pursuant to the provisions of Section 4.12 hereof; or (5) upon the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement (to the extent the reason that the Guarantee of such Guarantor was provided was because of its guarantee of obligations under the Credit Agreement), or the release or discharge of such other guarantee that resulted in the creation of such GuaranteeGuarantee (to the extent the reason that the Guarantee of such Guarantor was provided was because of such other guarantee), except except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that that, if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to the provisions of Section 4.15 4.12 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) (a) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of any Issuer or any Guarantor that resulted in the creation of such Guarantee, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Company, the Co-Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee an Officer’s Certificate transfer of such Guarantor all or substantially all of its assets, in each case in a transaction that complies with the Issuer and an Opinion applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Suspension Event. Notwithstanding the foregoing, neither any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate nor and an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance compliant with Section 10.06(i)(D)12.04 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.05. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. Each The Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effectreleased, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) in connection with any sale, exchange, transfer or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantorthat Guarantor (including by way of merger, in each case consolidation or dissolution) to a Person that is not the Issuer or a Restricted Subsidiary, if such the sale, exchange, transfer or other disposition does not violate Section 4.10; (2) in connection with any sale, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not the Issuer or a Restricted Subsidiary and that results in such Guarantor ceasing to be a Subsidiary, if the sale, transfer or other disposition does not violate Section 4.10; (3) if the Issuer designates any Restricted Subsidiary that is made a Guarantor to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions set forth under Section 4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture; (B4) solely with respect to any Restricted Subsidiary that became a Guarantor pursuant to Section 4.14, so long as such Restricted Subsidiary does not then have outstanding any other Indebtedness or guarantees that would give rise to an obligation to provide a guarantee pursuant to Section 4.14, upon the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, that gave rise to such Restricted Subsidiary becoming a Guarantor or the release or discharge Guarantor being released as a Guarantor of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee Indebtedness (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee Indebtedness of such Guarantor is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofreinstated); (C5) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all Issuer’s exercise of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance legal defeasance option or Covenant Defeasance option in accordance with as described under Article 8 hereof VIII or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; andmanner described in Article XI; (ii6) such Guarantor delivering to upon the occurrence of a Covenant Suspension Event as described in Section 4.15; Upon the written request of the Issuer, the Trustee an Officer’s Certificate shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)any Holder.

Release of Guarantees. Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers Issuer or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (Ai) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Bii) the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, provision and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Ciii) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (Div) upon the merger or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ev) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (iib) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate of such Subsidiary Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (Ai) any direct or indirect sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition exchange or transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (Bii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood guarantee; provided that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that all guarantees by such Guarantor would then be required of the Existing Notes are also released at or prior to provide a Guarantee pursuant to Section 4.15 hereof)such time; (Ciii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSubsidiary; or (Eiv) the exercise by the Issuers of exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article ‎Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture‎Article 12; and (iib) such Guarantor the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with; or (c) the consent of Holders of a majority in aggregate principal amount of the outstanding Notes. Notwithstanding The Parent Guarantee may be released at any time upon request of Parent (it being understood that if the foregoingParent Guarantee is released, neither the Issuers will not be permitted to rely on Parent’s reports to comply with Section 4.03 hereof). Upon delivery by the Company to the Trustee of an Officer’s Certificate nor and an Opinion of Counsel to the effect that any of the foregoing conditions has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be required in executed by the case Trustee without the consent of a merger or consolidation in accordance with Section 10.06(i)(D)any Holder.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, uponGuarantee upon (a) receipt by the Trustee of a notification from the Issuer that such Guarantee be released and (b) the occurrence of any of the following: (A1) any direct or indirect sale, exchange, disposition or other transfer (including by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such Guarantor, after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition or other transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (B2) (A) after the initial effectiveness of the Senior Credit Facilities, the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or (B) the release or discharge of such other guarantee that the obligation which resulted in the creation of such Guarantee, in each case except a release or discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in compliance accordance with the applicable provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary” in this Indenture; (D4) the merger Issuer’s exercise of its legal defeasance option or consolidation covenant defeasance option as described under Article VIII or the Issuer’s obligations under this Indenture being discharged in the manner described in Article XI; (5) the occurrence of any Guarantor with and into the Issuer or another Guarantor or a Covenant Suspension Event as described in Section 4.15; provided that such Guarantee will be reinstated upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantorapplicable Reversion Date in accordance with Section 4.15(c); or (E6) the exercise initial effectiveness of the Senior Credit Facilities, if such Guarantor does not guarantee the Senior Credit Facilities at such time. If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will also be released from their Guarantees, if any. Upon request of the Issuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Issuers Trustee without the consent of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)any Holder.

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to any of the Company or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) (a) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of any Company or any Guarantor that resulted in the creation of such Guarantee, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers Company of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ Company’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Company or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee an Officer’s Certificate transfer of such Guarantor all or substantially all of its assets, in each case in a transaction that complies with the Issuer and an Opinion applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Suspension Event. Notwithstanding the foregoing, neither any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such documents, the Trustee shall be entitled to receive from the Company an Officer’s Certificate nor and an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance compliant with Section 10.06(i)(D)12.04 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.05. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Company or Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) after the repayment in full of the Senior Credit Facilities, the Capital Stock of such Guarantor, Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) after the repayment in full of the Senior Credit Facilities, all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) prior to the release or discharge repayment in full of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other Guarantor from its guarantee of Indebtedness under the Senior Credit Facilities (including by reason of the termination of the Senior Credit Facilities) or the guarantee that resulted in the creation obligation of such GuaranteeGuarantor to guarantee the Notes, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with pursuant to the applicable provisions of this Indenture;; or (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their exercising Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (ii2) with respect to clause (B) and (D) above, the Issuer or such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution merger or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture and the Guarantor is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;; or (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers Issuer of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of (i) Indebtedness under the Senior Secured Credit FacilitiesFacilities (except (x) a discharge or release by or as a result of payment under such guarantee and (y) if such Guarantor is otherwise an obligor, co-obligor or the release jointly liable under any Senior Credit Facility) or discharge of (ii) such other guarantee that resulted in the creation of such Guarantee, Guarantee (except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofguarantee); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;; or (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (ii2) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (Ai) any direct or indirect sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition exchange or transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (Bii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood guarantee; provided that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that all guarantees by such Guarantor would then be required of the Existing Notes are also released at or prior to provide a Guarantee pursuant to Section 4.15 hereof)such time; (Ciii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSubsidiary; or (Eiv) the exercise by the Issuers of exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article ‎Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture‎Article 11; and (iib) such Guarantor the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with; or (c) the consent of Holders of a majority in aggregate principal amount of the outstanding Notes. Notwithstanding The Parent Guarantee may be released at any time upon request of Parent (it being understood that if the foregoingParent Guarantee is released, neither the Issuers will not be permitted to rely on Parent’s reports to comply with Section 4.03 hereof). Upon delivery by the Company to the Trustee of an Officer’s Certificate nor and an Opinion of Counsel to the effect that any of the foregoing conditions has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be required in executed by the case Trustee without the consent of a merger or consolidation in accordance with Section 10.06(i)(D)any Holder.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, transfer or other disposition or transfer (by merger, consolidation, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such GuarantorSubsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Subsidiary Guarantor, in each case case, if such sale, exchange, issuance, transfer or other disposition or transfer is made in compliance with not prohibited by the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bi) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under with respect to the Senior Secured Credit Facilities, Facilities or (ii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such GuaranteeGuarantee except, except in the case of clauses (i) or (ii), a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of exercising its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation, consolidation, winding up or Division of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation, winding up or Division or upon the liquidation of such Subsidiary Guarantor; or (6) the occurrence of a Covenant Suspension Event; provided that such Guarantee will not be released pursuant to this clause (6) for so long as such Guarantor delivering is an obligor with respect to any Indebtedness under the Trustee an Officer’s Certificate of such Guarantor Senior Credit Facilities or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Existing Unsecured Notes.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such GuarantorGuarantor to any Person other than the Issuer or a Restricted Subsidiary, in each case if such sale, exchange, disposition or transfer is made and otherwise in compliance with the applicable provisions of this Indenture; (Bb) the release or discharge from all of (i) its obligations under all of its guarantees of payment by the Issuer of any Indebtedness of the guarantee by such Guarantor of Indebtedness Issuer under the New Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that resulted (ii) in the creation case of such a Guarantee made by a Guarantor (each, an “Other Guarantee, except a discharge or release by or ”) as a result of payment under such its guarantee of certain other Indebtedness of the Issuer or a Guarantor pursuant to Section 4.15, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement will constitute is still considered a release for the purposes of this provisionrelease, and that if any such Indebtedness of such Guarantor under the New Senior Secured Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofreinstated); (Cc) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ed) the exercise by the Issuers of their Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this IndentureArticle 11; and (ii2) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Ai) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bii) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof‎Section 4.11); (Ciii) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (Div) upon the merger merger, amalgamation, consolidation or consolidation division of any Guarantor with and into the Issuer Issuers or another Guarantor or upon the liquidation or winding up of such Guarantor following Guarantor, in each case, in compliance with or in a manner not prohibited by the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or#94579868v11 (Ev) the occurrence of a Covenant Suspension Event; (vi) as provided under ‎Article 9; (vii) the exercise by the Issuers of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article ‎Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; andor (iiviii) in accordance with the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement. Notwithstanding clause ‎(v) of this ‎Section 10.06, if, after any Covenant Suspension Event, a Reversion Date (as defined herein) shall occur, then the Suspension Period (as defined herein) with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor delivering (to the extent such guarantee is required by ‎Section 4.11) shall be taken within 60 days after such Reversion Date or as soon as reasonably practicable thereafter. The Trustee shall acknowledge the release of a Guarantor upon delivery of an Officer’s Certificate of certifying that such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in release complies with this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)10.06.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor including if to the Issuer or another Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 4.11 hereof); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E4) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of such Guarantor or the Issuer in an aggregate principal amount outstanding in excess of $450,000,000 under any Credit Facility, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release effect. At the request of the Issuer, the Trustee shall execute and discharge have been complied with. Notwithstanding the foregoing, neither deliver an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)appropriate instrument evidencing such release.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, uponGuarantee upon (a) receipt by the Trustee of a notification from the Issuers that such Guarantee be released and (b) the occurrence of any of the following: (A1) for Guarantors other than Parent, any direct or indirect sale, exchange, disposition or other transfer (including by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such Guarantor, after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition or other transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (B2) for Guarantors other than Parent, (A) after the initial effectiveness of the Senior Credit Facilities, the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or (B) the release or discharge of such other guarantee that the obligation which resulted in the creation of such Guarantee, in each case except a release or discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the for Guarantors that are Restricted Subsidiaries, designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in compliance accordance with the applicable provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary” in this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all Issuers’ exercise of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option in accordance with as described under Article 8 hereof VIII or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; andmanner described in Article XI; (ii5) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case occurrence of a merger or consolidation Covenant Suspension Event as described in Section 4.15; provided that such Guarantee will be reinstated upon the applicable Reversion Date in accordance with Section 10.06(i)(D4.15(c); or (6) for Guarantors other than Parent, the initial effectiveness of the Senior Credit Facilities, if such Guarantor does not guarantee the Senior Credit Facilities at such time. If any Guarantor (other than Parent) is released from its Guarantee, any of its Subsidiaries that are Guarantors will also be released from their Guarantees, if any. Upon the written request of the Issuers, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, disposition disposition, or transfer (by merger, amalgamation, consolidation, dividend, distribution distribution, or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor, in each case if such salecase, exchange, disposition or transfer is made not in compliance with the applicable provisions contravention of this IndentureSection 4.10 hereof; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by by, or as a result of of, payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the applicable provisions definition of this Indenture“Unrestricted Subsidiary”; (D4) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Issuer or another Guarantor; or (E5) the exercise by the Issuers Issuer of their the Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to . The Issuer shall notify the Trustee an Officer’s Certificate in writing of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such Guarantor notification shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee. Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee shall, at the sole cost and written request of the Issuer and an Opinion upon receipt of Counselthe documents required by Section 12.03, each stating that all conditions precedent provided for without recourse, representation or warranty, execute any documents reasonably requested by the Issuer in this Indenture relating order to evidence or effect such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)release.

Release of Guarantees. Each (a) The Guarantee by of a Guarantor shall will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, upon the sale or other disposition (including by way of consolidation or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such a Guarantor, after which other than to the applicable Guarantor is no longer Company or a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of Company and as permitted by this Indenture; (B2) upon the release sale or discharge disposition of all or substantially all the assets of a Guarantor, other than to the Company or a Subsidiary of the guarantee Company and as permitted by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D3) at such time as such Guarantor no longer guarantees any (i) Debt Facility with aggregate principal amount of $150.0 million or more (including, without limitation, the merger Senior Secured Credit Facility) or consolidation (ii) Material Capital Markets Debt of any Guarantor with and into the Issuer or another Guarantor or Company; (4) upon the liquidation defeasance of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Notes, as provided under Article 8 hereof 8, or the discharge of the Issuers’ obligations Company’s obligations, as provided under this Indenture Article 11; or (5) as described under Article 9. (b) In the case of clause (a)(3), in the event that any released Guarantor thereafter borrows money or guarantees indebtedness under any Debt Facility with aggregate principal amount of $150.0 million or more or Material Capital Markets Debt of the Company, such former Guarantor will again provide a Guarantee in accordance with the terms of this Indenture; andSection 4.09. (iic) such If the Guarantee of any Guarantor delivering is deemed to be released or is automatically released, the Company shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail and that such Guarantor or release complies all conditions precedent to release set forth in this Indenture. At the Issuer written request and expense of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions precedent provided for in this Indenture relating to the release of such transaction or release and discharge Guarantor have been complied with. Notwithstanding , the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel Trustee shall be execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the case of a merger or consolidation in accordance with applicable Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.06(i)(D10.06(a)).

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, transfer or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary; or (y) any sale, exchange or transfer of all or substantially all of the assets of such Guarantor, in each either case if such which sale, exchange, disposition exchange or transfer is made in compliance with the applicable provisions of this Indenture; (B) upon the release merger, amalgamation or discharge consolidation of any Guarantor with and into an Issuers or another Guarantor or upon the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge liquidation of such other guarantee that resulted Guarantor, in each case, in compliance with the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes applicable provisions of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)Indenture; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureIndenture or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of Issuers’ exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the satisfaction and discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; (E) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; (F) such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment of all Indebtedness of the Company under the Senior Credit Facilities (except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation) unless at the time of such release or discharge such Guarantor is then a guarantor or an obligor in respect of any other Indebtedness that would require it to provide a Guarantee pursuant to Section 4.15 hereof; or (ii) in the case of a Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of either Issuer or the Company or a Guarantor pursuant to Section 4.15 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of (x) payment in full under such guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Senior Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated), (y) a refinancing or replacement in full of the Senior Credit Facilities and/or such other Indebtedness; (G) solely if such Guarantor does not guarantee any Indebtedness (or commitments in respect thereof) other than the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (G)) immediately prior to a Covenant Suspension Event, upon the occurrence of a Covenant Suspension Event; provided, that such Guarantee shall be reinstated upon the Reversion Date or, if earlier, the guarantee by such Guarantor of Indebtedness (or commitments in respect thereof) with Pari Passu Lien Priority relative to the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (G)); and (iiH) such Guarantor as described under Article 9 hereof; and (2) the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Aa) other than with respect to Parent’s Guarantee, any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such GuarantorGuarantor to any Person other than Parent or a Restricted Subsidiary, in each case if such sale, exchange, disposition or transfer is made and otherwise in compliance with the applicable provisions of this Indenture; (Bb) other than with respect to Parent’s Guarantee, the release or discharge from all of (i) its obligations under all of its guarantees of payment by the Issuer of any Indebtedness of the guarantee by such Guarantor of Indebtedness Issuer under the Existing Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that resulted (ii) in the creation case of such a Guarantee made by a Guarantor (each, an “Other Guarantee, except a discharge or release by or ”) as a result of payment under such its guarantee of certain other Indebtedness of the Issuer or a Guarantor pursuant to Section 4.15, the relevant Indebtedness, except in the case of clause (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement will constitute is still considered a release for the purposes of this provisionrelease, and that if any such Indebtedness of such Guarantor under the Existing Senior Secured Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofreinstated); (Cc) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ed) the exercise by the Issuers of their Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof VIII or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Article XI.

Release of Guarantees. Each Guarantee The Purchaser shall use its best efforts to procure that all the securities, guarantees or indemnities given by a Guarantor shall be automatically or binding upon Enhol or any of the Enhol’s Affiliates in respect of any liability of the Companies identified in Schedule 6.6 (the “Existing Guarantees”) are fully, irrevocably and unconditionally released and discharged, and shall thereupon terminate and be terminated no later than six (6) months following of no further force and effect, and no further action by such GuarantorClosing Date. Without limitation to the Purchaser’s obligation set forth herein, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, uponPurchaser shall: (Ai) any saleuse its best efforts to procure that the Existing Guarantees are fully, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indentureirrevocably and unconditionally terminated as soon as practicable; (Bii) the release indemnify and hold harmless Enhol, and reimburse Enhol (or discharge at Enhol’s election, its relevant Affiliate(s)) for any losses incurred or suffered by Enhol as a consequence of the guarantee by such Guarantor enforcement of Indebtedness any of the Existing Guarantees or otherwise during the period commencing on the Closing Date and ending on the date when the relevant Existing Guarantee expires or is released in accordance with this Agreement, directly or indirectly relating to or arising under or in connection with the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)Existing Guarantees; (Ciii) irrevocably and unconditionally pay to Enhol, on demand, any disbursement (including the designation costs or expenses associated to the Existing Guarantees) made by Enhol or any of its Affiliates under or in connection with any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureExisting Guarantee; (Div) the merger procure that no Existing Guarantee (and, so long as any Existing Guarantee remains in effect, no obligations thereunder) is renewed, extended, expanded or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indentureamended without Enhol’s prior written consent; and (v) pay to Enhol, on a quarterly basis (or if the Existing Guarantees are released before the end of a relevant quarter, payment to Enhol shall be made on the date of release of the relevant Existing Guarantees), an amount equivalent to 150bps (i.e. 1,5% p.a.) of the aggregate guaranteed amount, from the Closing Date and until the date on which the relevant Existing Guarantees are fully released (such amount shall accrue on a daily basis). In case that any of the Existing Guarantees is not released on or before the six (6) months following the Closing Date (the “Replacement Date”), then Enhol shall be entitled to receive (in addition to the aforementioned amount), on a monthly basis (i) an amount equivalent to 450bps (i.e. 4,5% p.a.) of the aggregate guaranteed amount, accrued from the Replacement Date and until the earlier of (a) the third (3rd) month as of the Replacement Date and (b) the date on which the relevant Existing Guarantees are fully released; and (ii) such Guarantor delivering if the Existing Guarantees are not fully released on or before the third (3rd) month as of the Replacement Date, an amount equivalent to 800bps (i.e. 8% p.a.) of the Trustee an Officer’s Certificate aggregate guaranteed amount, accrued from the date that falls on the third months as of such Guarantor or the Issuer Replacement Date and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding until the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in date on which the case of a merger or consolidation in accordance with Section 10.06(i)(D)relevant Existing Guarantees are fully released.

Release of Guarantees. Each Guarantee by a (a) A Guarantor shall will be automatically and unconditionally released from its obligations under the Indenture and dischargedwith respect to its Guarantee (any of the following, and shall thereupon terminate and be a “Guarantee Release Condition”): (i) with respect to any series of no further force and effectNotes, and no further action by as applicable, if the Company exercises its legal defeasance option or our covenant defeasance option as described in Section 10.06 of the Base Indenture with respect to such Guarantor, series of Notes or if our obligations under the Issuers or Indenture are discharged in accordance with the Trustee is required for terms of the release Indenture in respect of such Guarantor’s Guarantee, upon:series of Notes; (Aii) any salewith respect to all series of Notes, exchangeon the date upon which such Person ceases to be a Domestic Subsidiary of the Company; or (iii) with respect to all series of Notes, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of upon either (x) the Capital Stock substantially simultaneous termination, release or discharge of indebtedness for borrowed money of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or any other Guarantor (y) all including any release or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B) discharge that would be conditioned on the release or discharge of the guarantee by such Guarantor of Indebtedness under Guarantee hereunder or on the Senior Secured Credit Facilitiestermination, or the release or discharge of such any other guarantee that resulted or indebtedness for borrowed money) or (y) any other event or circumstance, in the creation of such Guaranteeeach case, except a discharge or release by or as a result of payment under which or upon which the aggregate principal amount of indebtedness for borrowed money issued or borrowed by the Guarantors (collectively) constitutes no more than 20.0% of the aggregate principal amount of indebtedness for borrowed money of the Company and its subsidiaries, on a consolidated basis, as of such guarantee time. (it being understood that a release subject to a contingent reinstatement will constitute a release for b) At the purposes request of this provisionthe Company, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering delivery to the Trustee of an Officer’s Officers’ Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this under the Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding , the foregoingTrustee will execute any documents reasonably requested by the Company evidencing such release. (c) If a Guarantor is released from its obligations hereunder pursuant to this Section 3.03, neither an Officer’s Certificate nor an Opinion of Counsel it shall cease to be required a “Guarantor” as defined in the case of a merger or consolidation in accordance with Section 10.06(i)(D)and for purposes hereof.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, disposition disposition, or transfer (by merger, amalgamation, consolidation, dividend, distribution distribution, or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor, in each case if such salecase, exchange, disposition or transfer is made in compliance with the applicable provisions of this IndentureSection 4.10(a)(1) and Section 4.10(a)(2) hereof; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by by, or as a result of of, payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the applicable provisions definition of this Indenture“Unrestricted Subsidiary”; (D4) upon the merger or consolidation of any Guarantor with and into the Issuer, the Co-Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Issuer, the Co-Issuer or another Guarantor; or (E5) the exercise by the Issuers of their the Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to . The Issuers shall notify the Trustee in writing of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such notification shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee. Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee and the Collateral Agent shall, at the sole cost and written request of the Issuers accompanied by an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for without recourse, representation or warranty, execute any documents reasonably requested by the Issuers in this Indenture relating order to evidence or effect such transaction release or discharge of such Guarantor’s obligations under the Collateral Documents. Upon any release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Guarantor from its Guarantee, such Guarantor shall also be released from its obligations under the Collateral Documents.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (Ai) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Bii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (Ciii) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Eiv) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (iib) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. (a) Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)release; (C3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); or (a) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (b) the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; (D5) the merger merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such a Guarantor following the transfer of all or substantially all of its assets to assets, in each case in a transaction that complies with the Issuer or another Guarantorapplicable provisions hereof; (6) as described under Article IX; or (E7) upon the exercise achievement of Investment Grade Status by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or Notes; provided that such Guarantee shall be reinstated upon the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withReversion Date. Notwithstanding the foregoing, neither any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. (b) The Issuer will have the right, upon delivery of an Officer’s Certificate nor and an Opinion of Counsel shall to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of the Issuer or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be required in the case unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of a merger no further force or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each A Note Guarantee by of a Guarantor shall will be automatically and unconditionally released (and discharged, thereupon shall terminate and shall thereupon terminate be discharged and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:): (A1) in connection with any sale, exchange, sale or other disposition or transfer (including by merger, amalgamation, consolidation, dividend, distribution merger or otherwise) of (x) the Capital Stock of such Guarantor, the Guarantor after which the applicable such Guarantor is no longer a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with the applicable provisions of this Indenture, or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, sale or other disposition (including by merger or transfer otherwise) is made in compliance with this Indenture and such entity is not a guarantor under any other Capital Markets Indebtedness or a Revolving Credit Agreement; (2) if the applicable provisions of Company properly designates the Guarantor as an Unrestricted Subsidiary under this Indenture; (B3) the release upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture that complies with the guarantee by such Guarantor of Indebtedness provisions under the Senior Secured Credit FacilitiesSection 8.02, Section 8.03 or the release or discharge of such other guarantee that resulted in the creation of such GuaranteeSection 14.01, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)respectively; (C4) upon payment in full of the designation aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (5) such Subsidiary Guarantor ceasing to be a Material Domestic Subsidiary and such entity is not a guarantor under any Restricted Subsidiary that is other Capital Markets Indebtedness or a Guarantor Revolving Credit Agreement; or (6) upon the occurrence of a Covenant Suspension Event, as described in Section 4.15. Upon any occurrence giving rise to a release of a Note Guarantee as specified above and upon the Company’s delivery to the Trustee of an Unrestricted Subsidiary in Officer’s Certificate certifying compliance with the applicable provisions provisions, the Trustee will, at the sole cost of this Indenture; (D) the merger or consolidation of Company, execute any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise documents reasonably requested by the Issuers in order to evidence or effect such release, termination and discharge in respect of their Legal Defeasance option such Note Guarantee. Neither the Issuers nor any Guarantor will be required to make a notation on the Notes to reflect any Note Guarantee or Covenant Defeasance option any such release, termination or discharge. The Trustee shall not be liable for any such release undertaken in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture reliance (in accordance with the terms of this Indenture; and (iigood faith) on such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Certificate.

Release of Guarantees. Each The Note Guarantee by of a Guarantor that is a Subsidiary shall be automatically and unconditionally released and dischargedreleased: (a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall thereupon terminate and be not effect the release without delivery of no further force and effect, and no further any installment or any action by such Guarantorany party; provided that, the Issuers or the Trustee is required for the any release of such Guarantor’s Guarantee, uponpursuant to preceding clause (y) shall only be effective if: (A) any saleno Event of Default under Section 5.01(a), exchange(b), disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwisei) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yj) all has occurred and is continuing or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture;would result therefrom, (B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.08 and 9.12(for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section), and any previous dispositions thereto pursuant to Section 9.12 shall be re-characterized and would then be permitted as if same were made to a Subsidiary that was not a Guarantor (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)), (C) such Subsidiary shall not be (or discharge shall be simultaneously released as) a guarantor (if applicable) with respect to the any First Lien Notes, Other First Lien Debt, Second Lien Notes, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the foregoing; and (D) the transaction resulting in such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer; (b) [reserved]; (c) [reserved]; (d) if such Guarantor is (or immediately after being released from its Note Guarantee of the guarantee by Securities will be) released from its Guarantee of all First Lien Obligations and Junior Lien Obligations except any such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that and such Guarantor would then be is not a guarantor under any of the Other Notes and is not otherwise required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations Securities under this Indenture in accordance with Section 12.01, (e) if the terms Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture; and, in each case in accordance with Article 11, or (iif) if such Guarantee was originally Incurred to permit such Guarantor delivering to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Trustee an Officer’s Certificate Indebtedness so Incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been Incurred following the release of such Note Guarantee and such Guarantor or is not a guarantor under any First Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withsatisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Notwithstanding None of the foregoingIssuer, neither an Officer’s Certificate nor an Opinion of Counsel shall any Guarantor or the Trustee will be required in to make a notation on the case of a merger Securities to reflect any Guarantee or consolidation in accordance with Section 10.06(i)(D)any such release, termination or discharge.

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit FacilitiesFacilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; Indenture or (Db) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the transfer of all of its assets to the Issuer or another Guarantordefinition thereof); or (E4) (a) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; or (6) as described under Article IX. (b) The Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of such Guarantor or the Issuer or any Guarantor, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers Company or the Trustee is required for the release of such Subsidiary Guarantor’s GuaranteeGuarantee (and the Trustee (subject to its receipt of an Officer’s Certificate) shall execute documents evidencing such release), upon: (Ai) any in the event of a sale, exchange, issuance disposition or other transfer (including by merger, amalgamation, way of consolidation, dividend, distribution or otherwisemerger) of (x) the Capital Stock of such Subsidiary Guarantor or issuance of Capital Stock by such Subsidiary Guarantor, after in each case, following which the applicable such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company or (y) all or substantially all of the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or other transfer is made in compliance with with, or is not prohibited by, the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bii) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit FacilitiesAgreement, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); provided that such Subsidiary Guarantor does not guarantee any First Lien Obligations; (Ciii) the designation of any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureSection 4.18; (Div) the merger merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer Company or another Subsidiary Guarantor or upon the liquidation liquidation, dissolution or winding up of such Guarantor following the transfer of all of its assets to the Issuer or another Subsidiary Guarantor; or; (Ev) the occurrence of a Covenant Suspension Event; (vi) as described under Article IX or in accordance with the provisions of the Junior Lien Intercreditor Agreement or any other Intercreditor Agreement; (vii) the exercise by the Issuers Company of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Company’s obligations under this Indenture in accordance with the terms of this Indenture; andor (iiviii) such Guarantor delivering to the Trustee extent that such Subsidiary Guarantor is not an Officer’s Certificate Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the Guarantee referred to in such Guarantor or clause. (b) Notwithstanding clause (v) of Section 11.06(a), if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating Suspension Period with respect to such transaction or release Covenant Suspension Event shall terminate and discharge all actions reasonably necessary to provide that the Notes shall have been complied with. Notwithstanding unconditionally guaranteed by each Subsidiary Guarantor (to the foregoingextent such guarantee is required by Section 4.15 hereof) shall be taken within 90 days after such Reversion Date or as soon as reasonably practicable thereafter using commercially reasonable efforts. (c) In addition, neither if any Subsidiary Guarantor becomes an Officer’s Certificate nor an Opinion of Counsel Immaterial Subsidiary, the Company shall have the right to cause such Immaterial Subsidiary to cease to be a Subsidiary Guarantor, subject to the requirement that such Subsidiary Guarantor shall be required in to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary and is not an Unrestricted Subsidiary; provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee any Senior Secured Credit Agreement or other Indebtedness of the case of Company or the other Subsidiary Guarantors unless and until it again becomes a merger or consolidation in accordance with Section 10.06(i)(D)Subsidiary Guarantor.

Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (B2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such Guarantee guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 4.11 hereof); (C3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E4) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor delivering to following the Trustee transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of such Guarantor or the Issuer in an aggregate principal or committed amount outstanding in excess of $750,000,000 under any Credit Facility, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or release effect. At the request of the Issuer, the Trustee shall execute and discharge have been complied with. Notwithstanding the foregoing, neither deliver an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)appropriate instrument evidencing such release.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuers, the Agents or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution merger or otherwise) of (xi) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Guarantor, in each case case, to a Person that is not the Issuers or a Guarantor if such sale, exchange, disposition exchange or transfer is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of all its Indebtedness under the Senior Secured Credit Facilities, Facilities and the Existing Notes or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof)guarantee; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (E) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default has occurred and is continuing; and (ii) such Guarantor the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D).

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Subsidiary Guarantor (including to any of the Issuers or another Subsidiary Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facility or the release Capital Markets Indebtedness of any Issuer or discharge of such other guarantee any Subsidiary Guarantor that resulted in the creation of such Guarantee, except or (b) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E4) (a) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Company, the Co-Issuer or a Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Subsidiary Guarantor delivering to following the Trustee an Officer’s Certificate transfer of such Guarantor all or substantially all of its assets, in each case in a transaction that complies with the Issuer and an Opinion applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied witha Covenant Suspension Event. Notwithstanding the foregoing, neither any guarantee by a Parent Company, including the Parent Guarantors, may be automatically and unconditionally released and discharged for any reason by the Company by the delivery of an Officer’s Certificate nor to the Trustee. (b) The Company will have the right, upon delivery of an Opinion Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facility or Capital Markets Indebtedness of Counsel shall an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be required in the case unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of a merger no further force or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each The Note Guarantee by of a Guarantor that is a Subsidiary shall be automatically and unconditionally released and dischargedreleased: (a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall thereupon terminate and be not affect the release without delivery of no further force and effect, and no further any instrument or any action by such Guarantorany party); provided that, the Issuers or the Trustee is required for the any release of such Guarantor’s Guarantee, uponpursuant to preceding clause (y) shall only be effective if: (A) any saleno Event of Default under Section 5.01(a), exchange(b), disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwisei) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (yj) all has occurred and is continuing or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture;would result therefrom, (B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Section 9.08 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)), (C) such Subsidiary shall not be (or discharge shall be simultaneously released as) a guarantor (if applicable) with respect to any First Lien Notes, Other First Lien Debt, Second Lien Notes, Other Second Lien Debt, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Second Lien or by a Junior Lien or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the foregoing; and (D) the transaction resulting in such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer; (b) [reserved], (c) [reserved], (d) if such Guarantor is (or immediately after being released from its Note Guarantee of the guarantee by Securities will be) released from its Guarantee of all First Lien Obligations, Second Lien Obligations and Junior Lien Obligations except any such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that and such Guarantor would then be is not a guarantor under any of the Other Notes and is not otherwise required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations Securities under this Indenture in accordance with Section 12.01, (e) if the terms Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture; and, in each case in accordance with Article 11 or Article 4, or (iif) if such Guarantee was originally incurred to permit such Guarantor delivering to incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Trustee an Officer’s Certificate Indebtedness so incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been incurred following the release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation or Second Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withsatisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Notwithstanding None of the foregoingIssuer, neither an Officer’s Certificate nor an Opinion of Counsel shall any Guarantor or the Trustee will be required in to make a notation on the case of a merger Securities to reflect any Guarantee or consolidation in accordance with Section 10.06(i)(D)any such release, termination or discharge.

Release of Guarantees. (a) Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Guarantor (including to any of the Issuer or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or Capital Markets Indebtedness of any of the Issuer or any Guarantor or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureIndenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) such the merger, amalgamation or consolidation of any Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or with and into the Issuer and an Opinion or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of Counsela Guarantor following the transfer of all or substantially all of its assets, in each stating case, in a transaction that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withcomplies with the applicable provisions hereof; or (6) as described under Article IX. Notwithstanding the foregoing, neither any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. (b) The Issuer will have the right, upon delivery of an Officer’s Certificate nor and an Opinion of Counsel shall to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of any of the Issuer or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be required in the case unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of a merger no further force or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A1) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, transfer or other disposition or transfer (by merger, consolidation, amalgamation, consolidation, dividend, distribution or otherwise) of (xi) the Capital Stock of such GuarantorSubsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such Subsidiary Guarantor, in each case case, if such sale, exchange, issuance, transfer or other disposition or transfer is made in compliance with not prohibited by the applicable provisions of this IndentureIndenture (including any amendments thereof); (Bi) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under with respect to the Senior Secured Credit Facilities, Facilities or (ii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such GuaranteeGuarantee except, except in the case of clauses (i) or (ii), a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of exercising its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and; (ii5) the merger, amalgamation, consolidation, winding up or Division of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation, winding up or Division or upon the liquidation of such Subsidiary Guarantor; or (6) the occurrence of a Covenant Suspension Event; provided that such Guarantee will not be released pursuant to this clause (6) for so long as such Guarantor delivering is an obligor with respect to any Indebtedness under the Trustee an Officer’s Certificate of such Guarantor Senior Credit Facilities or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Existing Secured Notes.

Release of Guarantees. Each A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (A) a. other than with respect to Holdings’ Guarantee, any sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xi) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable such Guarantor is no longer a Restricted Subsidiary or (yii) all or substantially all of the assets of such GuarantorGuarantor to any Person other than Holdings or a Restricted Subsidiary, in each case if such sale, exchange, disposition or transfer is made and otherwise in compliance with the applicable provisions of this Indenture; (B) b. other than with respect to Holdings’ Guarantee, the release or discharge from all of (i) its obligations under all of its guarantees of payment by the Issuer of any Indebtedness of the guarantee by such Guarantor of Indebtedness Issuer under the Existing Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that resulted (ii) in the creation case of such a Guarantee made by a Guarantor (each, an “Other Guarantee, except a discharge or release by or ”) as a result of payment under such its guarantee of certain other Indebtedness of the Issuer, the Co-Issuer or a Guarantor pursuant to Section 4.15, the relevant Indebtedness, except in the case of clause (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement will constitute is still considered a release for the purposes of this provisionrelease, and that if any such Indebtedness of such Guarantor under the Existing Senior Secured Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofreinstated); (C) c. the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by d. the Issuers of exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof VIII or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D)Article XI.

Release of Guarantees. Each (a) The Note Guarantee of a Subsidiary Guarantor and the security interests granted by a that Subsidiary Guarantor shall to secure its Note Guarantee will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, uponreleased: (A1) in connection with any sale, exchange, sale or other disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guarantortransaction) Revel or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of Section 4.10 and if, after giving effect to such sale or other disposition, such Guarantor is an Immaterial Subsidiary; (2) in each case connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Revel or a Restricted Subsidiary, if such sale, exchange, the sale or other disposition or transfer is made does not violate the provisions of Section 4.10; (3) if Revel designates that Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture; (B4) if that Subsidiary Guarantor becomes an Immaterial Subsidiary and Revel complies with the release provisions set forth in Section 4.18(b) subject to compliance with the provisions of Section 4.18(a) if such Immaterial Subsidiary ceases to be an Immaterial Subsidiary; (5) upon defeasance or satisfaction and discharge of this Indenture as provided in Sections 8.02, 8.03 and 12.01; or (6) if the guarantee lenders under the Credit Agreement and the lenders under or holders of any outstanding Capital Markets Debt of Revel guaranteed by such Guarantor release such Guarantor’s Guarantees of Indebtedness Revel’s obligations under the Senior Secured Credit Facilities, or Agreement and such Capital Markets Debt (provided that this clause (6) shall not apply if the release or discharge of such other guarantee that resulted in Guarantor’s Guarantees of Revel’s obligations under the creation Credit Agreement or such outstanding Capital Markets Debt is the result of a refinancing of the Credit Agreement or such Guarantee, except a discharge or release by or outstanding Capital Markets Debt and as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstatedrefinancing, such Guarantor’s Guarantees of Revel’s obligations under the Credit Agreement and such outstanding Capital Markets Debt is replaced with Guarantees by such Guarantor in favor of the lenders or holders of such refinancing Indebtedness). If a Note Guarantee of a Guarantor is released as a result of clause (6) above (along with the associated Liens on the Collateral securing such Note Guarantee), Revel shall also cause such Note Guarantee to be reinstated as promptly as practicable, to the extent that such Guarantor would then be required to provide becomes an obligor under a Guarantee pursuant of Indebtedness under a Credit Agreement or Capital Markets Debt, and shall cause the associated Liens on the Collateral securing such Note Guarantee also to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Guarantor be reinstated, as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (E) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture promptly as practicable, in accordance with the terms of this Indenturethe Collateral Documents; and (ii) such Guarantor delivering it being understood that, to the Trustee an Officer’s Certificate extent the Indebtedness under such Credit Agreement or such Capital Markets Debt is secured by a Lien, such Liens securing such Note Guarantee shall be no lower in priority than immediately junior in priority to the Liens securing such Credit Agreement or Capital Markets Debt, as applicable. For the avoidance of such doubt, this provision shall not be interpreted to permit Revel or any of the Restricted Subsidiaries to incur and/or secure with a Lien any Capital Markets Debt not otherwise permitted by this Indenture to be so incurred and/or secured. In addition to the release of any Note Guarantee by the applicable Guarantor or as described in this Section 11.06, the Issuer and an Opinion obligations of Counsel, each stating that the Guarantors under the Note Guarantees will be released if all conditions precedent of the Collateral is released as provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with Section 10.06(i)(D10.03(b).

Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Subsidiary Guarantor, the Issuers Issuer, the Trustee or the Trustee Notes Collateral Agent is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (A1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xa) the Capital Stock of such any Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yb) all or substantially all of the assets of such Subsidiary Guarantor (including to any of the Issuer or another Subsidiary Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (Ba) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of Indebtedness of any of the Issuer or any Subsidiary Guarantor under the Senior Secured Credit Facilities, Facilities or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that that, in each case, a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereofrelease); (C3) (a) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this IndentureIndenture or (b) such Subsidiary Guarantor otherwise becoming an Excluded Subsidiary; (D4) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (Ea) the exercise by the Issuers Issuer of their its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the discharge of the Issuers’ Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and; (ii5) such the merger, amalgamation or consolidation of any Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or with and into the Issuer and an Opinion or a Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of Counsela Subsidiary Guarantor following the transfer of all or substantially all of its assets, in each stating case, in a transaction that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied withcomplies with the applicable provisions hereof; or (6) as described under Article IX. Notwithstanding the foregoing, neither any guarantee by a Parent Company (other than Holdco) may be automatically and unconditionally released and discharged for any reason. (b) The Issuer will have the right, upon delivery of an Officer’s Certificate nor and an Opinion of Counsel shall to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be required in the case unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of a merger no further force or consolidation in accordance with Section 10.06(i)(D)effect.

Release of Guarantees. Each A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (Ai) any direct or indirect sale, exchange, disposition exchange or transfer (by merger, amalgamation, consolidation, dividend, distribution consolidation or otherwise) of (xA) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or (yB) all or substantially all of the assets of such Guarantor, in each case if such Guarantor which sale, exchange, disposition exchange or transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (Bii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, Facilities or the release or discharge of such other guarantee that which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood guarantee; provided that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that all guarantees by such Guarantor would then be required of the Existing Notes outstanding as of the Measurement Date are also released at or prior to provide a Guarantee pursuant to Section 4.15 hereof)such time; (Ciii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorSubsidiary; or (Eiv) the exercise by the Issuers of exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article ‎Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture‎Article 12; and (iib) such Guarantor the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with; or (c) the consent of Holders of a majority in aggregate principal amount of the outstanding Notes. Notwithstanding The Parent Guarantee may be released at any time upon request of Parent (it being understood that if the foregoingParent Guarantee is released, neither the Issuers will not be permitted to rely on Parent’s reports to comply with ‎Section 4.03 hereof). Upon delivery by the Company to the Trustee of an Officer’s Certificate nor and an Opinion of Counsel to the effect that any of the foregoing conditions has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be required in executed by the case Trustee without the consent of a merger or consolidation in accordance with Section 10.06(i)(D)any Holder.