Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. (a) A Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (i) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, consolidation or otherwise) of the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Date.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (i1) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamationwind-up, consolidation or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition sale of all or substantially all the assets of such Guarantor (other than by lease); provided thatGuarantor, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (ii2) the proper release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (vi4) the Termination Dateexercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A The Guarantee of a Guarantor shall will be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, uponreleased: (i1) any sale, assignment, transfer, conveyance, exchange upon the sale or other disposition (including by merger, amalgamation, way of consolidation or otherwisemerger) of a Guarantor; (2) upon the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary sale or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7a Guarantor; (3) at such time as such Guarantor is no longer a guarantor or obligor of any (i) Debt Facility of the Company or any Guarantor with aggregate principal amount of $75.0 million or more (including, without limitation, the Credit Agreement) or (ii) Material Capital Markets Debt of the proper designation of Company or any Restricted Subsidiary that is a Guarantor as an Unrestricted SubsidiaryGuarantor; (iii4) upon the removal defeasance of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee;Notes, as provided under Article 8; or (iv5) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) described under Article 9, in the case of clause (1) or (2), other than to the Company or a Subsidiary of the Company and as permitted by this Indenture. (b) If the Guarantee of any Guarantor 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 release complies with this Indenture. At the written request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which has may be subject to customary exceptions and qualifications, each stating that all conditions provided a Guarantee for in LGSC’s discretion this Indenture to the release of such Guarantor have been complied with, the Trustee shall execute and which does not or, substantially contemporaneously with the deliver any documents reasonably required in order to evidence such release, will not Guarantee any Material Indebtedness discharge and termination in respect of the Borrower, LGSC’s delivering notice applicable Guarantee (it being understood that the failure to the Administrative Agent of its election obtain any such instrument shall not impair any automatic release pursuant to release such Guarantor from its Guarantee; or (vi) the Termination DateSection 10.06(a)).

Release of Guarantees. (a) A The Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, Indenture upon: (i) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor; (ii) in the case of a Subsidiary Guarantor, any direct or indirect sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing casesCompany, such sale, assignment, transfer, conveyance, exchange Carnival plc or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiaryanother Guarantor; (iii) in the removal case of all assets attributable a Subsidiary Guarantor, the release or discharge of the Guarantee by a subsidiary guarantor of the First Priority Secured Notes and any other indebtedness that requires or would require such Subsidiary Guarantor to such Guarantor from guarantee the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee;Notes; or (iv) upon any Guarantor becoming an Excluded Subsidiary as a result the discharge of a transaction or designation not prohibited by the Company’s obligations under this Credit Agreement;Indenture in accordance with the terms of this Indenture. (vb) In the event that any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter becomes an issuer, borrower, obligor or guarantor under the First Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor which has provided to guarantee the Notes, such former Subsidiary Guarantor will again provide a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Date.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Subsidiary Guarantor, the Borrower Issuer or the Administrative Agent Trustee shall be required for the release of such Subsidiary Guarantor’s Guarantee, upon: (i) any sale, assignment, transfer, conveyance, exchange upon the sale or other disposition (including by merger, amalgamation, way of a consolidation or otherwisemerger) of such Subsidiary Guarantor; (ii) upon the Capital Stock sale or disposition of all or substantially all assets of such Subsidiary Guarantor; (iii) at such time as such Subsidiary Guarantor no longer guarantees any (i) Credit Agreement or (ii) Material Capital Markets Debt of the Parent, after which the applicable Issuer or any Subsidiary Guarantor; (iv) upon defeasance of the Notes, as provided under Article 8; (v) at such time as such Subsidiary Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) as described under Article 9 in the Termination Datecase of Section 11.06(a)(1)(i) and (ii), other than to the Parent or a Restricted Subsidiary of the Parent; and (2) such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. (b) At the written request of the Issuer, 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.

Release of Guarantees. (a) A Guarantee by any Guarantor other than INC Research Intermediate shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (iA) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of (i) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of (ii) all or substantially all the assets of such Guarantor (other than by lease); Guarantor, provided that, in each of the foregoing cases, that such sale, assignment, transfer, conveyance, exchange or other disposition transfer of Capital Stock or assets is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iiB) the release or discharge of the Guarantee by such Guarantor of the Senior Secured Credit Facility or the release or discharge of the Indebtedness that pursuant to Section 4.15 resulted in the creation of such Guarantee; (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (viD) the Termination DateIssuer exercising their Legal Defeasance option in accordance with Section 8.02 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. The Guarantee of INC Research Intermediate or any other direct or indirect parent company may be released at any time.

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partyshall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Borrower Company or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (i1) upon any sale, assignment, transfer, conveyance, exchange sale or other disposition (by merger, amalgamation, consolidation or otherwise) of (i) all or substantially all of the assets of that Guarantor or (ii) the Capital Stock of such Guarantor, in each case, after which the applicable such Guarantor is no longer a Restricted Subsidiary or any saleSubsidiary; provided, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of that such Guarantor (other than by lease); provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange sale or other disposition is made in compliance with Section 3.6 or Article 9 hereof, as the case may be; (2) 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 in accordance with Section 11.1(c) hereof or its covenant defeasance option in accordance with Section 11.1(b) hereof or the discharge of the Company’s obligations under this Indenture as described in Section 11.1(a) hereof; or (4) upon the release or discharge of the guarantee by such Guarantor of indebtedness under the Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is except, in each case, a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to discharge or release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary by or as a result of payment under such guarantee (it being understood that a transaction or designation not prohibited by this Credit Agreement; (v) in release subject to a contingent reinstatement is still a release, and that, if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the case of any extent that such Guarantor which has provided would then be required to provide a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice pursuant to the Administrative Agent provisions of its election to release such Guarantor from its Guarantee; or (vi) the Termination DateSection 3.12 hereof).

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (i1) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of (a) the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of (b) all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (ii2) the proper release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or 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; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (vi4) the Termination Dateexercise by Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. A Guarantor’s Guarantee (aand any Guarantee provided pursuant to Section 4.13) A Guarantor shall be automatically and unconditionally released and discharged the Guarantor that granted such Guarantee shall be automatically and unconditionally released from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, liabilities thereunder and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, uponhereunder: (a) upon any sale or disposition of (i) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, consolidation or otherwise) of the Capital Stock of a Guarantor following which such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of (ii) all or substantially all of the properties and assets of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor (other than by lease); provided thattransaction) the Issuer, in each a Restricted Subsidiary or any Affiliate of the foregoing cases, such sale, assignment, transfer, conveyance, exchange Issuer and that complies with Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7disposition; (iib) upon the proper designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary; (iiic) the removal of all assets attributable upon legal defeasance under Section 8.02, covenant defeasance under Section 8.03 or satisfaction and discharge under Section 8.05, except as to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) those obligations which expressly survive any satisfaction and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guaranteedischarge; (ivd) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreementin the circumstances set forth in Section 5.01(b); (ve) as allowed by Article Nine; (f) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously accordance with the release, will not Guarantee Intercreditor Agreement or any Material Indebtedness additional intercreditor agreement; and (g) in connection with any redress liability management exercise pursuant to clause (xiv) of the Borrowerdefinition of Asset Sales or clause (q) of the definition of Permitted Investments. Each Guarantor agrees, LGSC’s delivering notice to and each Holder by accepting a Note agrees, that the Administrative Agent provisions of its election to release this Section 10.03 are for the benefit of and enforceable by the holders of such Guarantor from its Guarantee; or (vi) the Termination DateGuarantor.

Release of Guarantees. (a) A All of the guarantees contained in Section 2.1 will be released when the Loans and all Secured Obligations (other than Unasserted Contingent Obligations) and obligations (other than Unasserted Contingent Obligations) under or in respect of the Specified Hedge Agreements have been paid in full and all commitments to extend credit under the Loan Documents have terminated (the “Discharge of Guaranteed Obligations”). (b) So long as no Default or Event of Default has occurred or would occur as a result thereof, if all the capital stock of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and or all the Fundamental Documents assets of a Subsidiary Guarantor are sold to which it is a party, and no further action by such Guarantor, Person other than the Borrower or one of its Subsidiaries in a transaction permitted by the Administrative Credit Agreement (any such sale, a “Sale of Subsidiary Guarantor”) or upon a Subsidiary Guarantor becoming an Unrestricted Subsidiary in accordance with Section 6.14 of the Credit Agreement (any such event, an “Unrestricted Subsidiary Designation”), the Collateral Agent shall be required for release such Subsidiary Guarantor from the release of such Guarantor’s Guarantee, upon:guarantee granted hereunder. (ic) In addition to any salerelease permitted by subsection (b), assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, consolidation or otherwise) the Collateral Agent may release any guarantee granted hereunder with the prior written consent of the Capital Stock Required Lenders in accordance with Section 10.1 of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or Credit Agreement; provided that any sale, assignment, transfer, conveyance, exchange or other disposition release of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of guarantees granted hereunder shall require the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal consent of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination DateLenders.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (ia) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamationwind-up, consolidation or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iib) the proper release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (vid) the Termination Dateexercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (iA) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iiB) the proper release or discharge of the guarantee by such Guarantor of the Senior Credit Facility or 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; (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (viD) the Termination Dateexercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuers or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (iA) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer, after which the applicable Guarantor is no longer a Restricted Subsidiary or any Subsidiary), if such sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iiB) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) ” in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its GuaranteeSection 1.01 hereof; or (viD) the Termination DateIssuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. Each Guarantee by a Guarantor (aother than the Guarantee by Parent except pursuant to clause (iv) A Guarantor below) shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partyshall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (i) (A) any sale, assignmentexchange, transfer, conveyance, exchange disposition or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guarantor, Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition (y) all of all or substantially all the assets of such Guarantor or (B) consummation of any other than by lease); provided thattransaction following which such Guarantor is no longer a Restricted Subsidiary, in each of the foregoing cases, case if such sale, assignmentexchange, transferdisposition, conveyance, exchange transfer or other disposition transaction is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (ii) the proper designation release or discharge of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to guarantee by such Guarantor from of Indebtedness under the Borrowing Base (unless Senior Secured Credit Facilities, or the release or discharge of such assets are transferred to another Credit Party) and notice from other guarantee that resulted in the Borrower to the Administrative Agent creation of its election to such Guarantee, except a discharge or release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary by or as a result of payment under such guarantee (it being understood that a transaction or designation not prohibited by this Credit Agreement; (v) in release subject to a contingent reinstatement is considered a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the case of any extent that such Guarantor which has provided would then be required to provide a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice pursuant to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Date.Section 4.15 hereof);

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (ia) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iib) the proper release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (vid) the Termination Dateexercise by Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Subsidiary Guarantor, the Borrower Issuers or the Administrative Agent shall be Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (i1) (A) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of 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 any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Subsidiary Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iiB) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit Facility or 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; (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (viD) exercise by the Issuers of their Legal Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) the Termination DateIssuers delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.”

Release of Guarantees. (a) A The Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, Indenture upon: (i) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor; (ii) in the case of a Subsidiary Guarantor, any direct or indirect sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing casesCompany, such sale, assignment, transfer, conveyance, exchange Carnival plc or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiaryanother Guarantor; (iii) in the removal case of all assets attributable a Subsidiary Guarantor, the release or discharge of the Guarantee by a subsidiary guarantor of the First Priority Secured Notes and any indebtedness that requires or would require such Subsidiary Guarantor to such Guarantor from guarantee the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee;Notes; or (iv) upon any Guarantor becoming an Excluded Subsidiary as a result the discharge of a transaction or designation not prohibited by the Company’s obligations under this Credit Agreement;Indenture in accordance with the terms of this Indenture. (vb) In the event that any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter becomes an issuer, borrower, obligor or guarantor under the First Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor which has provided to guarantee the Notes, such former Subsidiary Guarantor will again provide a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Date.

Release of Guarantees. A Guarantor’s Guarantee (aand any Guarantee provided pursuant to Section 4.13) A Guarantor shall be automatically and unconditionally released and discharged the Guarantor that granted such Guarantee shall be automatically and unconditionally released from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, liabilities thereunder and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, uponhereunder: (a) upon any sale or disposition of (i) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, consolidation or otherwise) of the Capital Stock of a Guarantor following which such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of (ii) all or substantially all of the properties and assets of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor (other than by lease); provided thattransaction) the Issuer, in each a Restricted Subsidiary or any Affiliate of the foregoing cases, such sale, assignment, transfer, conveyance, exchange Issuer and that complies with Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7disposition; (iib) upon the proper designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary; (iiic) the removal of all assets attributable upon legal defeasance under Section 8.02, covenant defeasance under Section 8.03 or satisfaction and discharge under Section 8.05, except as to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) those obligations which expressly survive any satisfaction and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guaranteedischarge; (ivd) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreementin the circumstances set forth in Section 5.01(b); (ve) as allowed by Article Nine; (f) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously accordance with the release, will not Guarantee Intercreditor Agreement or any Material Indebtedness additional intercreditor agreement; and (g) In connection with any redress liability management exercise pursuant to clause (xiv) of the Borrowerdefinition of Asset Sales or clause (q) of the definition of Permitted Investments. Each Guarantor agrees, LGSC’s delivering notice to and each Holder by accepting a Note agrees, that the Administrative Agent provisions of its election to release this Section 10.03 are for the benefit of and enforceable by the holders of such Guarantor from its Guarantee; or (vi) the Termination DateGuarantor.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Company or the Administrative Agent Trustee shall be required for the release of such Guarantor’s Guarantee, upon: (i1) any upon the sale, assignment, transfer, conveyance, exchange conveyance or other disposition (including by merger, amalgamationway of spin-off, consolidation or otherwisemerger) of the Capital Stock of such Guarantor, after which the applicable such Guarantor is no longer a Restricted direct or indirect Subsidiary or any of the Company; (2) upon the sale, assignment, transfer, conveyance, exchange conveyance or other disposition of all or substantially all the assets of such Guarantor; (3) at such time as such Guarantor no longer guarantees any (i) Debt Facility of the Company or any Guarantor (other than including, without limitation, the Credit Agreement) or (ii) Capital Markets Debt issued by lease); provided thatthe Company or any Guarantor, in each case, with an aggregate principal amount or commitment amount, as the case may be, of the foregoing cases$75,000,000 or more, such sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7; (ii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to except if such Guarantor from the Borrowing Base (unless no longer guarantees such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary Debt Facility or Capital Markets Debt as a result of payment under such guarantee; (4) upon the defeasance of the Notes, as provided under Section 8.02 and Section 8.03; (5) upon discharge of this Indenture, as provided under Section 11.01; or (6) as described under Article 9, in the case of clause (2), other than to the Company or a transaction or designation Subsidiary of the Company and as not prohibited by this Credit Agreement;Indenture. (vb) Such Guarantor shall deliver to the Trustee and Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release shall have been complied with. (c) At the case written request of the Company, the Trustee shall execute and deliver any Guarantor which has provided a Guarantee documents reasonably required in LGSC’s discretion and which does not or, substantially contemporaneously with the order to evidence such release, will not Guarantee any Material Indebtedness discharge and termination in respect of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its applicable Guarantee; or (vi) the Termination Date.

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guaranteedischarged, this Credit Agreement and the Fundamental Documents to which it is a partyshall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Borrower Issuers or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (ia) in the case of a Subsidiary Guarantor, any sale, assignmentexchange, transfer, conveyance, exchange issuance disposition or other disposition transfer (by merger, amalgamation, consolidation 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 any sale, assignment, transfer, conveyance, exchange or other disposition of (y) all or substantially all the assets of such Guarantor (other than by lease); provided thatSubsidiary Guarantor, in each of the foregoing cases, case if such sale, assignmentexchange, transferissuance, conveyance, exchange disposition or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, Indenture (including Section 7.6 and 7.7any amendments thereof); (iib) the proper designation release or discharge of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to guarantee by, or direct obligation of, such Guarantor from of Indebtedness under the Borrowing Base (unless New Senior Secured Credit Facilities, or the release or discharge of such assets are transferred to another Credit Party) and notice from other guarantee or direct obligation that resulted in the Borrower to the Administrative Agent creation of its election to such Guarantee, except a discharge or release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary by or as a result of payment under such guarantee or direct obligation (it being understood that a transaction or designation not prohibited by release subject to a contingent reinstatement will constitute a release for the purposes of this Credit Agreement; (v) in provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the case of any extent that such Guarantor which has provided would then be required to provide a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice pursuant to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Date.Section 4.15 hereof);

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (i) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary (in the case of Subsidiary Guarantors) or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (ii) the proper release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (iii) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee;Subsidiary in, compliance with Section 4.07 hereof; or (iv) upon any Guarantor becoming an Excluded Subsidiary as a result the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of a transaction or designation not prohibited by this Credit Agreement;Indenture; and (vb) in the case of any delivery by such Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent Trustee of its election an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to release such Guarantor from its Guarantee; or (vi) the Termination Date.transaction have been complied with. 87

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a partydischarged, and no further action by such Guarantor, the Borrower Issuer or the Administrative Agent shall be Trustee is required for the release of such Guarantor’s Guarantee, upon: (ia) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of the Capital Stock of such GuarantorGuarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease); provided that, in each of the foregoing cases, such which sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Credit Agreement, including Section 7.6 and 7.7Indenture; (iib) the proper release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary; (iii) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSC’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness of the Borrower, LGSC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee” hereunder; or (vid) the Termination Dateexercise by Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Borrower or the Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (i) any sale, assignment, transfer, conveyance, exchange or other disposition transfer (by merger, amalgamation, consolidation merger or otherwise) of (A) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or any sale, assignment, transfer, conveyance, exchange or other disposition of (B) all or substantially all the assets of such Guarantor (other than by lease); provided thatGuarantor, in each of the foregoing cases, case if such sale, assignment, transfer, conveyance, exchange or other disposition transfer is made in compliance with the applicable provisions of this Agreement 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 Agreement, including Section 7.6 and 7.7Facilities; provided that such Guarantor does not guarantee any other Indebtedness of the Borrower; (ii) the proper release or discharge of the guarantee by such Guarantor of the Indebtedness that resulted in the obligation to guarantee the Loans; provided that such Restricted Subsidiary does not guarantee any other Indebtedness of the Borrower; (iii) upon the dissolution of such Guarantor; provided that no Default or Event of Default has occurred and is continuing; or (iv) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;Subsidiary in compliance with the applicable provisions of this Agreement; and (iiib) the removal of all assets attributable to such Guarantor from the Borrowing Base (unless such assets are transferred to another Credit Party) and notice from the Borrower delivering to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) upon any Guarantor becoming an Excluded Subsidiary as a result of a transaction or designation not prohibited by this Credit Agreement; (v) in the case of any Guarantor which has provided a Guarantee in LGSCOfficer’s discretion and which does not or, substantially contemporaneously with the release, will not Guarantee any Material Indebtedness Certificate of the BorrowerBorrower and an Opinion of Counsel, LGSC’s delivering notice each stating that all conditions precedent provided for in this Agreement relating to the Administrative Agent of its election to release such Guarantor from its Guarantee; or (vi) the Termination Datetransaction have been complied with.