Common use of Release of Subsidiary Guarantors Clause in Contracts

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or 15, (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, or (iv) the Company designates a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” in Section 1.01 then, in each case of (i), (ii), (iii) or (iii), iv) upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen 13 have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenIndenture.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Agreement, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to In the respective event that any Subsidiary Guarantor until the entire principal ofbecomes an Excluded Subsidiary, premiumceases to be a Required Subsidiary Guarantor, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as a result of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially a Disposition of all of the assets its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or all upon the consummation of such Disposition, as applicable, be released from its obligations under this Guaranty, and the Administrative Agent shall, upon the request and at the sole expense of the Capital Stock Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withExcluded Subsidiary, such Subsidiary Guarantor shall be released and discharged is no longer a Required Subsidiary Guarantor, or such Disposition is the result of its obligations under its Subsidiary Guarantee and a transaction permitted under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAgreement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Indenture have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenIndenture.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance the Securities are defeased and discharged pursuant to Section 1502 or Covenant Defeasance occurs any covenants with respect to such the Securities are defeased pursuant to Article Fifteen Section 15.03 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen Sixteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until the entire principal of, premium, if any, shall automatically be released from this Article 10 and interest on the Securities to its obligations hereunder upon consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Guarantor (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all becomes an Excluded Subsidiary, in each case, as a result of a transaction or substantially all designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor is a guarantor in respect of any Junior Indebtedness with a principal amount in excess of the assets Threshold Amount; provided, further, the release of a Subsidiary Guarantor as a result of such Subsidiary Guarantor or all of the Capital Stock of being a non-wholly-owned Subsidiary shall only be permitted if such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by became a non-wholly owned Subsidiary as a result of the Company or any sale of a minority interest in such Subsidiary Guarantor to an unaffiliated third party in a transaction complying with bona fide sale for fair market value. The Administrative Agent will, at the requirements of this IndentureBorrower’s expense, then, in each case of (i), (ii) or (iii), upon delivery by promptly execute and deliver to such Subsidiary Guarantor such documents as the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating Borrower shall reasonably request to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guaranty hereunder pursuant to this Section 10.08; provided that the Borrower shall have delivered to the Administrative Agent a written request therefor and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part a certificate of the Trustee or any Holder, and Borrower to the Trustee shall execute any documents reasonably required in order to acknowledge effect that the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed is in compliance with the Loan Documents. The Administrative Agent shall be authorized to rely on the Securities of any such series and under this Article Thirteencertificate without independent investigation.”

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.1 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen 15 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen 13 have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen 13 without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen13.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen Sixteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, PROVIDED HOWEVER that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, Indenture or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fifteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fifteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFifteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Any Subsidiary Guarantor shall be released from and relieved of its obligations under this Article Twelve (1) upon defeasance in accordance with Section 1302, (2) upon the payment in full of the Guaranteed Obligations, or (3) upon the sale by the Company or any Subsidiary of such Subsidiary Guarantor to Section 301 with respect to any Person other than a series Subsidiary of Securitiesthe Company, each Subsidiary Guarantee will remain PROVIDED that such sale does not result in effect with respect a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis. Upon the delivery by the Company to the respective Subsidiary Guarantor until the entire principal of, premiumTrustee of an Officers' Certificate and, if anyrequested by the Trustee, and interest on an Opinion of 100 Counsel to the Securities effect that the transaction giving rise to which the release of such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged obligations was made by the Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedNotes, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of the Subsidiary Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of such Note Guarantee, then all of the obligations of the Subsidiary Guarantors under such Note Guarantee shall be revived and reinstated as if such Note Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Subsidiary Guarantors shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement. (b) Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor or all or substantially all of its assets to an entity which is not a Subsidiary Guarantor (and a Restricted Subsidiary) or the designation of a Restricted Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Sections 1016 and 1017), such Subsidiary Guarantor will be deemed released from its obligations under its Note Guarantee; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such release, sale or transfer. In addition, upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Notes as provided in this Article Twelve. (c) Any Subsidiary Guarantor shall automatically be released from and relieved of its obligations under its Note Guarantee upon the sale or transfer of the Capital Stock of such Subsidiary Guarantee endorsed Guarantor pursuant to or in lieu of foreclosure of any lien on the Securities Capital Stock of such series and under this Article ThirteenSubsidiary Guarantor existing in favor of any holder of Senior Indebtedness and, upon the request of any holder of Senior Indebtedness (or of any purchaser or transferee pursuant to or in lieu of such foreclosure), the Trustee shall execute any documents reasonably required to evidence the release of such Subsidiary Guarantor.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) So long as no Default or Event of Securities, each Default shall have occurred and be continuing under this Indenture or any Subsidiary Guarantee will remain in effect with respect to and no such Default or Event of Default would result from the respective release, a Subsidiary Guarantor until the entire principal ofshall be released from all of its obligations under its Subsidiary Guarantee, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Securities: (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance connection with the applicable provisions any sale or other disposition (including by way of this Indenture, (iimerger or consolidation) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) of all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such that Subsidiary Guarantor to a Person that is sold not (including by sale, merger, consolidation either before or otherwiseafter giving effect to such transaction) by the Company or any a Domestic Subsidiary in a transaction complying with of the requirements of this Indenture, then, in each case of (i), Company; or (ii) or (iii), upon the delivery by the Company to the Trustee of an Officers’ Certificate certifying that, after giving effect to such release, such Subsidiary Guarantor would not be required to provide a Subsidiary Guarantee pursuant to Section 6.06; and in each case the Company has delivered to the Trustee an Opinion of Counsel Officers’ Certificate, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions to release contained in this Section 6.07 have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or any Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen6.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, PROVIDED HOWEVER that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, Indenture or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock capital stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fifteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fifteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFifteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any sale or conveyance of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)to the extent expressly permitted hereunder, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee consolidation, merger, sale or conveyance was made in accordance with the terms and this Article Thirteen have been complied withprovisions hereof, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenXII. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XII shall remain liable for the full amount of principal of, premium, if any, and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on the Securities and under this Article XII. (b) Concurrently with the defeasance of the Securities under Section 7.2 hereof, the Subsidiary Guarantors shall be released from all of their obligations under the Subsidiary Guarantees endorsed on the Securities and under this Article XII subject to reinstatement if the obligations under the Securities are reinstated pursuant to Section 7.7. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company to any entity that is not the Company or a Subsidiary or Affiliate thereof and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XII; provided that such Subsidiary Guarantor is sold or disposed of for fair market value (evidenced by a Board Resolution and set forth in an Officers' Certificate delivered to the Trustee and by an independent engineer, appraiser or other expert, to the extent required by the TIA). (d) Upon the redesignation by the Company of a Subsidiary Guarantor from Restricted Subsidiary to an Unrestricted Subsidiary in compliance with the provisions of this Indenture, such Subsidiary shall cease to be a Subsidiary Guarantor and shall be released from all of the obligations of a Subsidiary guarantor under its Subsidiary Guarantee endorsed on the Securities and under this Article XII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each The Subsidiary Guarantee will remain in effect with respect to the respective of a Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid be automatically released: (1) in full connection with any sale or otherwise satisfied and discharged in accordance with the provisions other disposition of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.12; (2) in connection with any sale of all of the Capital Stock of such a Subsidiary Guarantor to a Person that is sold not (including by saleeither before or after giving effect to such transaction) a Restricted Subsidiary of the Company, merger, consolidation or otherwiseif the sale complies with Section 4.12; (3) by if the Company or designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in a transaction complying accordance with the requirements applicable provisions of this Indenture, then, ; (4) in connection with any Legal Defeasance or Covenant Defeasance of the Notes in accordance with the terms of this Indenture; or (5) if the applicable Guarantor no longer guarantees Indebtedness under the Credit Agreement; and in each case of (i)such case, (ii) or (iii), upon delivery by the Company of has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Guarantor becomes a Guarantor solely because it Guarantees other Indebtedness, then upon the full and unconditional release of the Guarantee of such other Indebtedness (provided that the Trustee is given 90 days written notice of such other release) such Guarantee of such Guarantor shall also be released. The Trustee shall execute any documents reasonably requested by either the Company or a Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.1 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen XV or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen XIII have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen XIII without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Domestic Subsidiary upon the consummation of a transaction permitted by this Agreement. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if 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 or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (c) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) or would not be required to be a Guarantor pursuant to clause (iiib) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release 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. Notwithstanding the foregoing, the provisions of this §5.3(a) shall not apply to REIT. (b) Notwithstanding the terms of §5.2 and §5.3(a), upon delivery by from and after any date that Agent first receives written notice from Borrower that REIT has first obtained an Investment Grade Rating from at least one (1) Rating Agency, then (i) subject to the Company terms of this §5.3(b), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner or lessee of an Officers’ Certificate Unencumbered Pool Asset) shall no longer be required to be Guarantors under this Agreement, and an Opinion (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Counsel stating that all conditions precedent herein provided for relating to the release of such Default shall have occurred and be continuing, and (B) no Material Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part clause (c) of the Trustee definition thereof. In the event that at any time after REIT obtains an Investment Grade Rating, REIT shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement (and/or a Separate Guaranty for any such Material Subsidiary that is an Approved Foreign Entity if required pursuant to §5.2) and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.3(b) entitle REIT to be released from the Guaranty. For the avoidance of doubt, if at any time during which the REIT has an Investment Grade Rating (whether from one (1) or any Holdermore of the Rating Agencies) the provisions of clause (c) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the Trustee shall execute any documents reasonably required in order provisions of §5.2 as a condition to acknowledge the release such Subsidiary's becoming an obligor or guarantor of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities other Unsecured Indebtedness regardless of REIT having obtained such series and under this Article ThirteenInvestment Grade Rating.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 12.2 hereof or pursuant to a series of SecuritiesArticle VII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets Subsidiary Guarantors shall be deemed released from their respective Subsidiary Guarantees and all related obligations under this Indenture in the event that all obligations of such the Subsidiary Guarantor or Guarantors under all of the Capital Stock their guarantees of, and under all of such Subsidiary Guarantor is sold (including by saletheir pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or (excluding any Subsidiary in Senior Indebtedness) shall also terminate. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such obligations of the release of such Subsidiary Guarantors have terminated. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee not released in accordance with this Section 13.3 shall remain liable for the full amount of principal of (and this Article Thirteen have been complied withpremium, such Subsidiary Guarantor shall be released if any, on) and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents (i) pursuant to the terms of Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any10.08, and interest on (ii) upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates Guarantor ceases to be a Subsidiary; provided that, in the case of clause (ii) above, if so required by this Agreement, the Required Lenders shall have been paid in full or otherwise satisfied consented to such transaction and discharged in accordance with the provisions terms of such Securities consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Indenture Section shall be without recourse to or warranty by the Administrative Agent except as may otherwise be expressly agreed in writing by the Administrative Agent and all amounts owing to such Loan Party. (b) Further, the Trustee hereunder have been paid; providedAdministrative Agent may (and is hereby irrevocably authorized by each Lender to), howeverupon the request of the Lead Borrower, that release any Subsidiary Guarantor from its obligations under the Guaranty if (i) such Subsidiary Guarantor ceases to be is no longer a Subsidiary in compliance with or becomes an Excluded Subsidiary or is otherwise not required pursuant to the applicable provisions terms of this Indenture, Agreement to provide the Guaranty or (ii) either Defeasance such release is approved, authorized or Covenant Defeasance occurs with respect to such Securities ratified by the requisite Lenders pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenSection 9.02.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lender Parties, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligation under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full the Parent Guarantor is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent Guarantor shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of any of the Obligations under a Senior Financing Transaction. (b) In addition to the foregoing, at any time prior to the date on which the Parent Guarantor shall have received and then have in effect an Investment Grade Rating, within five (5) Business Days after the written request of the Parent Guarantor (each, an “Early Release Request”), upon delivery by including but not limited to, in connection with the Company sale or financing of an Officers’ Certificate any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder, the Administrative Agent, on behalf of the Lender Parties, shall release the Subsidiary Guarantors designated in such request from their respective obligations under this Agreement and an Opinion each other Loan Document so long as: (i) there is no monetary Event of Counsel stating that all conditions precedent herein provided for relating Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent Guarantor shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the Parent Guarantor shall have delivered to the release Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary is removed as a Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenhereunder.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until shall automatically and unconditionally be released from its obligations under the entire principal of, premium, if any, Guaranty (and interest on the Securities to same shall terminate and be discharged and of no further force and effect): (a) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary; (b) so long as no Default or Event of Default exists, the release or discharge of all Indebtedness of, or Guarantee(s) by, such Subsidiary that resulted in such Subsidiary being a Subsidiary Guarantor as required by Section 7.12 (other than a discharge of (i) a Guarantee as a result of payment under such Guarantee or (ii) Indebtedness as a result of the acceleration of such Indebtedness due to a default or event of default under the terms thereof); or (c) so long as no Default or Event of Default exists, if such Subsidiary Guarantor was not required to become, and is not required to be, a Subsidiary Guarantor pursuant to Section 7.12, upon the request by such Subsidiary for release at any time; provided that after giving effect to such release, the Company and its Subsidiaries would be in compliance with the applicable provisions of this Indenture, (ii) either Defeasance Section 8.02. In connection with any termination or Covenant Defeasance occurs with respect to such Securities release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of Administrative Agent. At such time as all Obligations (i), (iiother than obligations expressly stated to survive such payment and termination) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen shall have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, paid in full in cash and the Trustee Commitments shall execute have been terminated, all Obligations (other than those expressly stated to survive such termination) of each Guarantor hereunder shall automatically terminate, all without delivery of any documents reasonably required in order to acknowledge the release instrument or performance of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenany act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Agreement, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i1) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii2) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii3) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i1), (ii2) or (iii3), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 16.02 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fourteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fourteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFourteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents (other than unasserted contingent indemnification obligations not yet due and payable) and the other Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 1503 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, conveyance, transfer or any Holderlease was made in accordance with Section 1503 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article Fifteen. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article Fifteen shall remain liable for the full amount of principal of (premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article Fifteen. (b) Concurrently with the defeasance of the Securities under Section 1302 hereof or the covenant defeasance of the Securities under Section 1303 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article Fifteen, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenFifteen, provided, that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) So long as no Event of SecuritiesDefault has occurred and is continuing under the Loan Documents (or would result from such release), each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such if all of the Equity Interests of a Subsidiary Guarantor ceases to be that is owned by the Borrower or a Subsidiary is sold or otherwise Disposed of in compliance with the applicable provisions of a transaction or transactions not prohibited by this Indenture, Agreement or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of in the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleevent that, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating immediately after giving effect to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantor’s Guarantee of the Obligations and this Article Thirteen have been complied with, any simultaneous release of any other Guarantee by such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part Guarantor, all of the Trustee or any Holder, Priority Indebtedness of the Borrower and the Trustee shall execute any documents reasonably required in order to acknowledge the release Subsidiaries is permitted under Section 6.03 (assuming for this purpose that all unsecured Priority Indebtedness of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on is incurred at such time) and (b) upon Payment in Full, each Lender hereby authorizes the Securities Administrative Agent to execute and deliver (and the Administrative Agent shall execute and deliver) to the Borrower, upon the Borrower’s request and at the Borrower’s sole cost and expense, any and all releases of Guarantees or other documents that the Borrower shall reasonably request to evidence such termination or release; provided that the Borrower shall have delivered to the Administrative Agent, no later than concurrently with execution and delivery of such series releases and under other documents, a written request for release identifying the relevant Loan Party, together with a certification by the Borrower stating (A) that such transaction is in compliance with this Article ThirteenAgreement and the other Loan Documents and (B) no Subsidiary Guarantor other than the Subsidiary Guarantor(s) required to be released is being released. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 Each Subsidiary Guarantee with respect to a any series of Securities, each Subsidiary Guarantee Securities will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which of such Subsidiary Guarantee relates series shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of the Securities of such Securities and series or this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with all the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold to any person (including by sale, merger, consolidation or otherwise) by other than the Company or any a Wholly Owned Subsidiary in a transaction complying with of the requirements of this Indenture, then, in each case of (i), Company) or (ii) such Subsidiary Guarantor conveys or (iii)transfers its property and assets substantially as an entirety or such Subsidiary Guarantor merges with or into any Person that, after giving effect to the transaction, is not a Subsidiary of the Company, then, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the with respect to all series of Securities of such series and under this Article ThirteenTwelve; provided, further, that if at any time (a) such Subsidiary Guarantor is not then a guarantor of any other of the Company’s then outstanding Publicly Issued Debt Securities (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of the instruments governing such securities that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (b) such Subsidiary Guarantor is not then a guarantor of any then existing Senior Credit Facility of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of each such facility that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (c) such Subsidiary Guarantor is not then a guarantor of any then outstanding commercial paper issued under any commercial paper program of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of such program that shall be satisfied, promptly after the release of its guarantee under the Indenture) and (d) no Default or Event of Default with respect to Securities of any series under this Indenture shall have occurred and be continuing, then such Subsidiary Guarantor shall be automatically released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve without any action on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations of its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Amended Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Amended Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Amended Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations under its ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary Guarantee and this Article Thirteen have been complied withof the Company, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Amended Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Amended Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Amended Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of principal of (and premium (including the Applicable Premium), if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified (a) Effective as set forth in Section 5 below, pursuant to Section 301 with respect to a series 8.14.(e) of Securitiesthe Amended Credit Agreement, the Administrative Agent agrees that each Subsidiary Guarantee will remain in effect with respect to the respective Released Subsidiary Guarantor until shall be automatically released as a “Guarantor” under the entire principal of, premium, if any, Guaranty and interest on all obligations of such Released Subsidiary Guarantor under the Securities Guaranty and any other Loan Document to which such Subsidiary Guarantee relates it is a party shall have been paid in full or otherwise satisfied be terminated. (b) The Borrower hereby represents and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, warrants that if (i) such each Released Subsidiary Guarantor ceases has ceased to own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property, as the case may be, and, after giving effect to the release to be effected hereby, the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Released Subsidiary Guarantors and any other Subsidiary Guarantors released pursuant to Sections 8.14.(e)(i)(a)(3) and 8.14.(e)(i)(b)(1)(B) of the Amended Credit Agreement (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary in compliance with of the applicable provisions Borrower) have a Fair Market Value of this Indenture, not more than $5,000,000; (ii) either Defeasance or Covenant Defeasance occurs with respect each Released Subsidiary Guarantor is not otherwise required to such Securities pursuant be a party to Article Fifteen or the Guaranty under Section 8.14. of the Amended Credit Agreement; and (iii) all no Default or substantially all Event of Default exists 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 assets of such Subsidiary Guarantor or all covenants contained in Section 10.1. of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAmended Credit Agreement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to (a) Upon any consolidation of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until with, or merger of a Subsidiary Guarantor into, any other Person or any sale, conveyance, transfer, lease or other disposition of all or substantially all its properties and assets (as an entirety or substantially an entirety) to, any Person in conformity with Section 801, the entire principal of, premium, if any, and interest on successor Person formed by such consolidation or into which the Securities Subsidiary Guarantor is merged or to which such Subsidiary Guarantee relates sale, conveyance, transfer, lease or other disposition is made shall have been paid in full or otherwise satisfied succeed to, and discharged in accordance with the provisions of such Securities be substituted for, and this Indenture may exercise every right and all amounts owing to the Trustee hereunder have been paid; providedpower of, however, that if (i) such Subsidiary Guarantor ceases under this Indenture with the same effect as if such successor Person had been named as the Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall cease to be a Subsidiary Guarantor and shall be relieved of all obligations and covenants under this Indenture and the Securities and Subsidiary Guarantees, all as provided in compliance with the applicable provisions of Section 802. (b) Upon any sale, exchange or transfer (which sale, exchange or transfer is not prohibited by this Indenture, (ii) either Defeasance to a Person other than the Company or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all a Restricted Subsidiary of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) owned by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such a Subsidiary Guarantor from its obligations under its to a Person other than the Company or a Restricted Subsidiary Guarantee and this Article Thirteen have been complied withof the Company, such Subsidiary Guarantor shall cease to be released a Subsidiary Guarantor and discharged shall be relieved of its all obligations under its Subsidiary Guarantee and covenants under this Article Thirteen without Indenture and the Securities and Subsidiary Guarantees; PROVIDED that in connection with any action on the part such sale, exchange or transfer to an Affiliate of the Trustee or any HolderCompany, and the Trustee Company shall execute any documents reasonably required in order have first obtained a favorable written opinion from a nationally recognized investment banking firm as to acknowledge the release fairness from a financial point of view of such transaction to such Subsidiary Guarantor. (c) Upon the redesignation by the Company of a Subsidiary Guarantor from its Restricted Subsidiary to an Unrestricted Subsidiary in compliance with the provisions of this Indenture, such Subsidiary shall cease to be a Subsidiary Guarantor and shall be relieved of all obligations and covenants under its Subsidiary Guarantee endorsed on this Indenture and the Securities and Subsidiary Guarantees. (d) Concurrently with the Defeasance of such series the Securities under Section 1502, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors and shall be relieved of all obligations and covenants under this Article ThirteenIndenture and the Securities and Subsidiary Guarantees.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each The Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premiumGuarantee, if any, of any Subsidiary Guarantor will be automatically and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied unconditionally released and discharged upon any of the following: (A) in accordance connection with the provisions sale (including, by way of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, consolidation or merger) of (A) that if (i) number of shares of Capital Stock of such Subsidiary Guarantor ceases to be such that such Subsidiary Guarantor is no longer a Subsidiary in compliance with of the applicable provisions of this Indenture, (ii) either Defeasance Issuer or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen another Restricted Subsidiary or (iiiB) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Issuer or all another Restricted Subsidiary of the Capital Stock Issuer; provided that such sale complies with Section 4.12; (B) the designation of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any as an Unrestricted Subsidiary in a transaction complying accordance with the requirements provisions of this Indenture, then, ; and in each case of (i)such case, (ii) or (iii), upon delivery by the Company of Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other Debt (provided that the Trustee is given two Business Days written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall also be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the released. The Trustee shall execute any documents reasonably required requested by either the Issuer or a Subsidiary Guarantor in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant The Guarantee of any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon any of the following: (A) any transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock held by the Company or any of its Restricted Subsidiaries in such Subsidiary Guarantor (which transfer is made in accordance with this Indenture and, if the Company or any of its Restricted Subsidiaries intends to comply with Section 301 with respect to a series of Securities4.12 by making an investment or expenditure in Replacement Assets, each the Company or such Restricted Subsidiary Guarantee will remain in effect with respect delivers to the respective Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.12); or (B) the designation of such Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such as an Unrestricted Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of this Indenture; and in each such Securities and this Indenture and all amounts owing case, the Company has delivered to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation, amalgamation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 14.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee amalgamation, merger, conveyance, transfer or any Holderlease was made in accordance with Section 14.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIV. (b) Concurrently with the defeasance of the Securities under Section 13.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIV, provided, that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in this Section 13.4. The Guarantee incurred by a Subsidiary Guarantor pursuant to Section 301 with respect this Article XIII shall be unconditionally released and discharged automatically: (i) upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Issuer’s direct or indirect equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture), (ii) upon the merger of such Subsidiary Guarantor into the Issuer or any other Subsidiary Guarantor, (iii) upon the liquidation and dissolution of such Subsidiary Guarantor (to the extent not prohibited by this Indenture), (iv) upon the Issuer’s delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuer other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees, (v) upon the satisfaction and discharge of the Securities of a series in accordacne with Article X hereof; and (vi) upon the defeasance or covenant defeasance of Securities, each the Securities of a series in accordance with Article X hereof. (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary Guarantor from the Guarantee will remain in effect with respect upon receipt of a written request of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel to the respective effect that the Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities is entitled to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged release in accordance with the provisions of such this Indenture. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities and this Indenture and all amounts owing entitled to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary benefits of the Guarantee as provided in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating subject to the release limitations of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenSection 13.3.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each The Subsidiary Guarantee will remain in effect with respect to the respective of any Subsidiary Guarantor until the entire principal of, premium, if any, will be automatically and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied unconditionally released and discharged upon any of the following: (A) in accordance connection with the provisions sale of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, (A) that if (i) number of shares of Capital Stock of such Subsidiary Guarantor ceases to be such that such Subsidiary Guarantor is no longer a Subsidiary in compliance with of the applicable provisions of this Indenture, (ii) either Defeasance Company or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen another Restricted Subsidiary or (iiiB) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company or all another -107- Restricted Subsidiary of the Capital Stock Company; provided that such sale complies with Section 4.12; (B) the designation of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any as an Unrestricted Subsidiary in a transaction complying accordance with the requirements provisions of this Indenture, then, ; and in each case of (i)such case, (ii) or (iii), upon delivery by the Company of has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other Debt (provided that the Trustee is given two Business Days written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall also be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the released. The Trustee shall execute any documents reasonably required requested by either the Company or a Subsidiary Guarantor in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidIndenture; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect such Subsidiary Guarantor ceases to guarantee any amounts under the Credit Facility and the Trustee receives a certificate from the Administrative Agent under the Credit Facility to such effect, (iii) the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iiiiv) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a transaction complying constituting an Asset Disposition and in which the Net Available Proceeds from such Assets Disposition are applied in accordance with the requirements of this IndentureSection 1014, then, in each case of (i), (ii), (iii) or (iiiiv), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate or be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied withIndenture for so long as it remains an Unrestricted Subsidiary. Upon delivery to the Trustee of a Company Request, such each Subsidiary Guarantor that is designated therein as an Exempt Foreign Subsidiary shall be released and discharged of its obligations under from its Subsidiary Guarantee and all related obligations under this Article Thirteen without Indenture for so long as it remains an Exempt Foreign Subsidiary. The Trustee shall deliver an appropriate instrument evidencing any action on the part such release upon its receipt of the Trustee Board Resolution designating such Unrestricted Subsidiary or any Holdersuch Company Request, and as the Trustee shall execute any documents reasonably required in order to acknowledge the release of such case may be. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed not released in accordance with this Section 13.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to The Guarantee of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest shall automatically be released from all obligations under its Guarantee endorsed on the Securities to which such Subsidiary Guarantee relates shall have been paid in full Notes and under this Article 10 without need for any further act or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Person that is not (either before or after giving effect to such transaction) the applicable provisions of Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture, ; (ii) either Defeasance upon the sale or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or all consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge in accordance with Article 12; (v) if the Capital Stock of Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17; (vi) (A) if such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) released from its obligations under guarantees of payment by the Company of Indebtedness of the Company under the Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.16, unless in a transaction complying with the requirements of this Indenture, then, in each case of (i), (iiA) or (iii)B) the release is a result of the repayment in full of such Indebtedness other than in connection with a refinancing of such Indebtedness or (vii) at the Company’s request, upon during any Suspension Period. If the Subsidiary Guarantee of any Subsidiary 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 Subsidiary Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. Upon Company Request and delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent herein provided for relating such transaction was made in accordance with the provisions hereof, the Trustee shall execute, without recourse, representation or warranty, any documents reasonably requested in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTwelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to the sale or other disposition of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleway of any consolidation, amalgamation or merger, consolidation or otherwise) by the Company or any conveyance, transfer or lease (other than pursuant to the charter or lease of a vessel in the ordinary course of business) of the property of a Subsidiary in a transaction complying with the requirements of this Indenture, thenGuarantor as an entirety or substantially as an entirety, in each case of (i)as permitted by Section 14.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee amalgamation, merger, conveyance, transfer or any Holderlease was made in accordance with Section 14.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIV. (b) Concurrently with the defeasance of the Securities under Section 13.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or by any Subsidiary Guarantor of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIV, provided, that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction. Notice of such release pursuant to this paragraph (c) shall be provided to the Trustee.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor shall be not released and discharged of its obligations under its Subsidiary Guarantee and under in accordance with this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Section 13.3 shall

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to In the respective event that any Subsidiary Guarantor until the entire principal ofbecomes an Excluded Subsidiary, premiumceases to be a Required Subsidiary Guarantor, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as a result of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially a Disposition of all of the assets its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or all upon the consummation of such Disposition, as applicable, be released from its obligations under this Guaranty, and the Administrative Agent shall, upon the request and at the sole expense of the Capital Stock Borrower, provide the Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Borrower certifying that such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withExcluded Subsidiary, such Subsidiary Guarantor shall be released and discharged is no longer a Required Subsidiary Guarantor, or such Disposition is the result of its obligations under its Subsidiary Guarantee and a transaction permitted under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAgreement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to (a) The Note Guarantee by a series of SecuritiesRestricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest without any further action required on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions part of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedor any Holder, however, that if upon: (i) the unconditional release of such Restricted Subsidiary Guarantor ceases to be a Subsidiary from its liability in compliance respect of the Indebtedness in connection with the applicable provisions of this Indenture, which such Note Guarantee was executed and delivered; (ii) either Defeasance any sale or Covenant Defeasance occurs with respect other disposition (by merger or otherwise) to such Securities pursuant to Article Fifteen any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or (iii) all or substantially all of the assets of, such Restricted Subsidiary; PROVIDED that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture, (iii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture or all (iv) the sale or other disposition of the shares of Capital Stock of such Subsidiary to a Person other than the Company or a Restricted Subsidiary such that such Subsidiary ceases to constitute a Subsidiary of the Company, provided such disposition is otherwise in accordance with the provisions of this Indenture. If such Subsidiary Guarantor is sold not so released, such Subsidiary Guarantor or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article Ten. (including b) The Trustee shall deliver an appropriate instrument evidencing the release of any Subsidiary Guarantor upon receipt of a request by salethe Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04, merger, consolidation PROVIDED the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or otherwise) more Officers Certificates of the Company. The Trustee shall execute any documents reasonably requested by the Company or any Subsidiary Guarantor in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article Thirteen without Ten. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any action on the part of the Trustee Notes shall prevent any consolidation or merger of any HolderSubsidiary Guarantor with or into, and or shall prevent any sale or conveyance of the Trustee shall execute any documents reasonably required in order to acknowledge the release property of such Subsidiary Guarantor from its obligations under its as an entirety or substantially as an entirety to, the Company or another Subsidiary Guarantee endorsed on Guarantor that is a Restricted Subsidiary of the Securities of such series and under this Article ThirteenCompany.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation, or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 14.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, conveyance, transfer or any Holderlease was made in accordance with Section 14.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIV. (b) Concurrently with the defeasance of the Securities under Section 13.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIV, provided, that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1302 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, amalgamation, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a transaction complying constituting an Asset Sale and in which the Net Proceeds from such Asset Sale are applied in accordance with the requirements of this IndentureSection 1013, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTwelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and defeased or discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Concurrently with any sale, exchange or transfer to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect any Person other than to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full Company or otherwise satisfied and discharged in accordance with the provisions one of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions its Restricted Subsidiaries of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such a Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor after which it is sold (including no longer a Subsidiary of the Company or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in each case as permitted by salethis Indenture, merger, consolidation or otherwise) and upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale, exchange or any Subsidiary transfer was made in a transaction complying accordance with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article Fifteen. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article Fifteen shall remain liable for the full amount of principal of (premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article Fifteen. (b) Concurrently with the defeasance of the Securities under Section 1302 hereof or the covenant defeasance of the Securities under Section 1303 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article Fifteen, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenFifteen, provided that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Each holder of a Note acknowledges and agrees that each Subsidiary Guarantor shall be fully released and discharged from the Subsidiary Guaranty and the Security Agreement, and each holder of a Note fully releases and discharges such Subsidiary Guarantor from the Subsidiary Guaranty and the Security Agreement, immediately and without any further act, upon such Subsidiary being released and discharged as guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; (ii) if any fee or other consideration in excess of 0.50% of the outstanding principal amount of such Indebtedness is paid or given to Section 301 any holder of any Indebtedness under the Credit Agreement in connection with respect to such release, other than the repayment of all or a series portion of Securitiessuch Indebtedness under the Credit Agreement, each Subsidiary Guarantee will remain in effect with respect holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the time of such release and discharge, the Company delivers to the respective each holder of Notes a certificate of a Responsible Officer certifying that such Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have has been paid in full or otherwise satisfied is being released and discharged as a guarantor under and in accordance with respect of the provisions of such Securities Credit Agreement and this Indenture the matters set forth in clauses (i) and all amounts owing to the Trustee hereunder have been paid(ii); provided, howeverprovided further, that if (i) such Subsidiary Guarantor ceases the consideration referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all above exceeds 0.50% of the assets of such Subsidiary Guarantor or all outstanding principal amount of the Capital Stock of such Subsidiary Guarantor is sold (including by saleIndebtedness under the Credit Agreement, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release and discharge of such Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee Guaranty and this Article Thirteen have been complied with, such Subsidiary Guarantor the Security Agreement shall be released and discharged only occur upon the consent of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part each of the Trustee or any Holder, holders of the Notes and the Trustee each holder of a Note shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed receive equivalent consideration on the Securities of such series and under this Article Thirteena pro rata basis.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 13.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, conveyance, transfer or any Holderlease was made in accordance with Section 13.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIII. (b) Concurrently with the defeasance of the Securities under Section 14.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIII, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII, provided that all other obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Parent, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor shall be released is no longer a Material Subsidiary. (c) At such time as the principal and discharged of its interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee Swap Agreement or any HolderBanking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash and the Trustee Commitments shall execute any documents reasonably required in order have been terminated, the Subsidiary Guaranty and all obligations (other than those expressly stated to acknowledge the release survive such termination) of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents (other than unasserted contingent indemnification obligations not yet due and payable) and the other Secured Obligations (other than Banking Services Obligations and Swap Obligations not yet due and payable) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any sale, transfer, assignment, lease, conveyance or other disposition of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 13.3 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, sale, transfer, assignment, conveyance or any Holderother disposition was made in accordance with Section 13.3 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guaranty endorsed on the Securities of such series and under this Article ThirteenIndenture. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Subsidiary Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Subsidiary Guarantor (in each case other than to the Company or any Affiliate of the Company) pursuant to Section 10.13 hereof, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guaranties endorsed on the Securities and under this Indenture.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premiumof and interest (and Liquidated Damages, if any, and interest ) on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and the Securities, this Indenture and the Registration Rights Agreement and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Twelve. ARTICLE THIRTEEN

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Notwithstanding anything in Section 9.02(b) to Section 301 with respect to the contrary, a Subsidiary Guarantor (other than, for the avoidance of doubt, Netsmart Technologies) shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective transactions permitted hereunder if as a result thereof such Subsidiary Guarantor until shall cease to be a Subsidiary (or becomes an Excluded Subsidiary in a transaction that was not entered into for the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions primary purpose of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidbecoming an Excluded Subsidiary); provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such any Subsidiary Guarantor from its obligations under its this Agreement if such Subsidiary Guarantee Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and this Article Thirteen be outstanding, (2) after giving effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (3) a Responsible Officer of the Borrower Representative certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor is an obligor hereunder or is an obligor or continues to be a guarantor in respect of the Second Lien Facility, any Incremental Equivalent Debt or any Refinancing Indebtedness in respect of any of the foregoing, or (b) upon the occurrence of the Termination Date; provided that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) of the proviso to Section 6.07(a)(ii), any such release under clause (a) hereof shall constitute an Investment as if such merger, consolidation or amalgamation had been complied withconsummated pursuant to clause (y) of the proviso to Section 6.07(a)(ii)(y) as of the date of such release. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be released without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of deliver such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteendocuments).

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than Obligations not yet due and payable in connection with Banking Services Agreements and Swap Agreements and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) except as otherwise specified pursuant to Section 301 contemplated in §12.2(b) with respect to a series Subsidiary Guarantor which owns an Unencumbered Pool Property being removed to cure a Default or Event of SecuritiesDefault that affects only such Unencumbered Pool Property or the owner thereof, no Default or Event of Default shall then be in existence, or would occur as a result of such release and/or, if applicable, the removal of any Unencumbered Pool Property owned (directly or indirectly) by such Subsidiary Guarantor; (b) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release together with an updated Compliance Certificate and Unencumbered Pool Certificate, each Subsidiary Guarantee will remain in giving effect with respect to the respective such proposed release; and (c) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that such Subsidiary Guarantor until shall no longer be a Material Subsidiary at the entire principal oftime of such release, premiumprovided, further, that if any, and interest on the Securities to which such Subsidiary Guarantee relates Guarantor previously directly or indirectly owned an Unencumbered Pool Property included in the calculation of Unencumbered Pool Availability, such Unencumbered Pool Property has been (or upon such release shall have been paid in full or otherwise satisfied and discharged be) removed from the calculation of the Unencumbered Pool Availability in accordance with the provisions terms of the Agreement. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that (as of the date of the effectiveness of such Securities release), subject to §12.2(b), no Default or Event of Default shall then be in existence, or shall occur as a result of such release and/or, if applicable, the removal of any Unencumbered Pool Property owned (directly or indirectly) by such Subsidiary Guarantor. All release documents to be executed by the Agent in connection with the release of a Subsidiary Guarantor pursuant to this §5.4 shall be in form and this Indenture and all amounts owing substance reasonably satisfactory to the Trustee hereunder have been paid; providedAgent and the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, howeverincluding, that if (i) such Subsidiary Guarantor ceases without limitation, reasonable attorney’s fees. Notwithstanding the foregoing, the foregoing provisions shall not apply to Monogram Parent’s obligations under the Non-Recourse Carve-Out Guaranty, which may only be a Subsidiary in compliance with released upon the applicable provisions written approval of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially Agent and all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenLenders.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of SecuritiesIf, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable terms and provisions of this Indenturethe Loan Documents, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiii) all or substantially all of the assets Equity Interests of such any Subsidiary Guarantor are sold or all otherwise transferred to a Person or Persons none of the Capital Stock of such Subsidiary Guarantor which is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary a Loan Party in a transaction complying with the requirements of this Indenturepermitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary (any such Subsidiary Guarantor, then, and any Subsidiary Guarantor referred to in each case of clause (i), (ii) or (iiia “Transferred Guarantor”), such Transferred Guarantor shall, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release consummation of such Subsidiary Guarantor sale or transfer or other transaction, be automatically released from its obligations under this Agreement and the other Loan Documents, including its Subsidiary Guarantee obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Article Thirteen Section 4.08 in accordance with the relevant provisions of the Security Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been complied withpaid or satisfied (other in respect of Secured Hedging Obligations and contingent indemnification obligations not yet due and owing), such Subsidiary Guarantor shall be released and discharged no Letter of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee Credit remains outstanding (or any HolderL/C Exposure has been cash collateralized, backstopped or deemed reissued under another agreement, in each case, in a manner reasonably satisfactory to the applicable Issuing Bank), this Agreement and the Trustee Guarantees made herein shall execute any documents reasonably required in order terminate with respect to acknowledge all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the release terms of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAgreement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation, amalgamation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 14.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee amalgamation, merger, conveyance, transfer or any Holderlease was made in accordance with Section 14.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIV. (b) Concurrently with the defeasance of the Securities under Section 13.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIV, provided, that all obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction. Notice of such release pursuant to this paragraph (c) shall be provided to the Trustee.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Company, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations in respect of Swap Agreements or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series The Guarantee of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective any Subsidiary Guarantor until the entire principal of, premium, if any, will be automatically and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied unconditionally released and discharged upon any of the following: (a) in accordance with the provisions event of such Securities and this Indenture and a sale or other disposition, by way of merger, consolidation or otherwise, of all amounts owing the Capital Stock of any Subsidiary Guarantor to the Trustee hereunder have been paid; providedany Person that is not an Affiliate of Arch Western, however, that if (i) such Subsidiary Guarantor ceases to will be a released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Available Cash from such sale or other disposition is applied in compliance accordance with the applicable provisions of Section 4.09 of this Indenture, ; (iib) either Defeasance upon the release or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all discharge of another Guarantee of a Subsidiary Guarantor that resulted in the creation of the assets Subsidiary Guarantee of such Subsidiary Guarantor Guarantor, except a discharge or all release by or as a result of the Capital Stock of payment under such other Guarantee pursuant to Section 4.13, such Subsidiary Guarantor is sold will be released and relieved of any obligations under its Subsidiary Guarantee; or (including by sale, merger, consolidation or otherwisec) by upon the Company or designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in a transaction complying accordance with the requirements terms of this Indenture, then, such Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee; and in each case of (i)such case, (ii) prior to release and discharge or (iii)such Guarantee, upon delivery by Arch Western will have delivered to the Company of Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen transactions have been complied with, with and that such Subsidiary Guarantor shall be released release is authorized and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the permitted hereunder. The Trustee shall execute any documents reasonably required requested by either Arch Western or a Subsidiary Guarantor in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of SecuritiesIf, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable terms and provisions of this Indenturethe Loan Documents, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiii) all or substantially all of the assets Equity Interests or property of such any Subsidiary Guarantor are sold or all otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of the Capital Stock of such Subsidiary Guarantor which is sold (including by sale, merger, consolidation a Loan Party or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii)any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release consummation of such Subsidiary Guarantor sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its Subsidiary Guarantee obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Article Thirteen have been complied with, Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Subsidiary Guarantor shall continues to be released and discharged a guarantor in respect of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee Senior Secured Notes, the Existing Senior Subordinated Notes, the Term Loan Credit Agreement or any HolderJunior Financing with a principal amount in excess of the Threshold Amount. Upon the occurrence of the Termination Date, this Agreement, the other Loan Documents and the Trustee Guaranty made herein shall execute terminate with respect to all Secured Obligations, except with respect to Secured Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any documents reasonably required Collateral owned by such Guarantor in order to acknowledge accordance with the release relevant provisions of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenCollateral Documents.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant The Guarantee of any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon any of the following: (a) any transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock held by the Company or any of its Restricted Subsidiaries in such Subsidiary Guarantor (which transfer is made in accordance with this Indenture and, if the Company or any of its Restricted Subsidiaries intends to comply with Section 301 with respect 4.12 by making an investment or expenditure in Replacement As- sets, the Company or such Restricted Subsidiary delivers to the Trustee a series written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.12); (b) the release or discharge of Securities, each another Guarantee of such Subsidiary Guarantor that constituted the sole cause of the creation of the Subsidiary Guarantee will remain in effect with respect to of such Subsidiary Guarantor; or (c) the respective designation of such Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such as an Unrestricted Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of this Indenture; and in each such Securities and this Indenture and all amounts owing case, the Company has delivered to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen transactions have been complied with, with and that such Subsidiary Guarantor shall be released release is authorized and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the permitted hereunder. The Trustee shall execute any documents reasonably required requested by either the Company or a Subsidiary Guarantor in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenTen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if 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 or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (d) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) would not be required to be a Guarantor pursuant to clauses (b) or (iiic) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release 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. Notwithstanding the foregoing, the provisions of this §5.3(a) shall not apply to REIT. (b) Notwithstanding the terms of §5.2 and §5.3(a), upon delivery by from and after any date that Agent first receives written notice from Borrower that REIT has first obtained an Investment Grade Rating from at least one (1) Rating Agency, then (i) subject to the Company terms of this §5.3(b), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner or lessee of an Officers’ Certificate Unencumbered Pool Asset) shall no longer be required to be Guarantors under this Agreement, and an Opinion (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Counsel stating that all conditions precedent herein provided for relating to the release of such Default shall have occurred and be continuing, and (B) no Material Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part clause (d) of the Trustee definition thereof. In the event that at any time after REIT obtains an Investment Grade Rating, REIT shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement (and/or a Separate Guaranty for any such Material Subsidiary that is an Approved Foreign Entity if required pursuant to §5.2) and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.3(b) entitle REIT to be released from the Guaranty. For the avoidance of doubt, if at any time during which the REIT has an Investment Grade Rating (whether from one (1) or any Holdermore of the Rating Agencies) the provisions of clause (d) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the Trustee shall execute any documents reasonably required in order provisions of §5.2 as a condition to acknowledge the release such Subsidiary's becoming an obligor or guarantor of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities other Unsecured Indebtedness regardless of REIT having obtained such series and under this Article ThirteenInvestment Grade Rating.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance the Securities are defeased and discharged pursuant to Section 1502 or Covenant Defeasance occurs any covenants with respect to such the Securities are defeased pursuant to Article Fifteen Section 1503 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in this Section 13.4. The Guarantee incurred by a Subsidiary Guarantor pursuant to Section 301 with respect this Article XIII shall be unconditionally released and discharged automatically (i) upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Issuer’s direct or indirect equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture), (ii) upon the merger of such Subsidiary Guarantor into the Issuer or any other Subsidiary Guarantor, (iii) upon the liquidation and dissolution of such Subsidiary Guarantor (to the extent not prohibited by this Indenture), (iv) upon the Issuer’s delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuer other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees, (v) upon the satisfaction and discharge of the Securities of a series in accordacne with Article X hereof; and (vi) upon the defeasance or covenant defeasance of Securities, each the Securities of a series in accordance with Article X hereof. (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary Guarantor from the Guarantee will remain in effect with respect upon receipt of a written request of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel to the respective effect that the Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities is entitled to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged release in accordance with the provisions of such this Indenture. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities and this Indenture and all amounts owing entitled to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary benefits of the Guarantee as provided in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating subject to the release limitations of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenSection 13.3.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) If no Default or Event of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and Default exists under this Indenture and all amounts owing to the Trustee hereunder have been paid; providedor would be caused thereby, however, that if upon (i) such the sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such any Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwiseGuarantor) by the Company or any of its Restricted Subsidiaries, or (ii) the sale or disposition of all or substantially all of the assets of any Subsidiary Guarantor in a transaction complying compliance with all of the requirements terms of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantor's Guarantee shall be released, and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be deemed released and discharged of its from all obligations under its Subsidiary Guarantee and under this Article Thirteen Ten without any further action required on the part of the Trustee or any Holder. If such Subsidiary Guarantor is not so released such Subsidiary Guarantor or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Subsidiary Guarantor upon receipt of a request by the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. The Trustee shall execute any documents reasonably required requested by the Company or the Subsidiary Guarantor in order to acknowledge evidence the release of such the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenEleven. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into the Company or shall prevent any sale or conveyance of the property of the Subsidiary Guarantor as an entirety or substantially as an entirety to the Company.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) If no Default or Event of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and Default exists under this Indenture and all amounts owing to the Trustee hereunder have been paid; providedor would be caused thereby, however, that if upon (i) such the sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such any Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwiseGuarantor) by the Company or any of its Restricted Subsidiaries, or (ii) the sale or disposition of all or substantially all of the assets of any Subsidiary Guarantor in a transaction complying compliance with all of the requirements terms of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantor's Guarantee shall be released, and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be deemed released and discharged of its from all obligations under its Subsidiary Guarantee and under this Article Thirteen Ten without any further action required on the part of the Trustee or any Holder. If such Subsidiary Guarantor is not so released such Subsidiary Guarantor or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Subsidiary Guarantor upon receipt of a request by the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Company. The Trustee shall execute any documents reasonably required requested by the Company or the Subsidiary Guarantor in order to acknowledge evidence the release of such the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenEleven. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into the Company or shall prevent any sale or conveyance of the property of the Subsidiary Guarantor as an entirety or substantially as an entirety to the Company.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until will be automatically released from all its obligations under the entire principal ofNotes, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to its Guarantee, and its Guarantee will automatically terminate (1) upon the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all termination for any reason of the assets obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder), (2) upon the termination of the obligations of such Subsidiary Guarantor as a guarantor under the Foreign Credit Agreement (other than in connection with the Foreign Credit Agreement’s repayment, termination or cancellation) and the Foreign Credit Agreement requires the termination or release of such Subsidiary Guarantor’s guarantee of the Notes, (3) upon satisfaction and discharge of this Indenture pursuant to Section 3.01 and (4) upon the consummation of any sale or other disposition of all or any portion of the Capital Stock of such Subsidiary Guarantor is sold (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, merger, consolidation disposition or otherwise) by the Company or any Subsidiary in a other transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its is no longer a Domestic Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any HolderCompany. Upon request of the Company, and the Trustee shall execute evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenHolder.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate or be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any sale or conveyance of the Capital Stock Property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 13.3 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating to the effect that all conditions precedent herein provided for relating such consolidation, merger, sale or conveyance was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee Guarantees endorsed on the Securities and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such XIII. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII shall remain liable for the full amount of principal of (and premium and Liquidated Damages, if any) and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII. (b) Concurrently with the legal defeasance of the Securities under Section 12.2 hereof or the covenant defeasance of the Securities under Section 12.3 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIII. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company to any entity that is not a Restricted Subsidiary of the Company and which sale or disposition is otherwise in compliance with the terms of this Indenture, including, without limitation, Section 8.1 and Section 10.15 of this Indenture, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII. (d) Upon the redesignation by the Company of a Subsidiary Guarantor from Restricted Subsidiary to an Unrestricted Subsidiary in compliance with the provisions of this Indenture, such Subsidiary may, at its option, cease to be a Subsidiary Guarantor and shall be released from all of the obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII, which release shall be evidenced by a supplemental indenture executed by the Company, the Subsidiary Guarantors and the Trustee.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each A Subsidiary Guarantor shall be deemed released from its obligations under its Subsidiary Guarantee will remain of the Notes: (1) in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) event such Subsidiary Guarantor ceases to be a Subsidiary in compliance with is sold or disposed of (whether by merger, consolidation, the applicable provisions sale of this Indenture, (ii) either Defeasance its Capital Stock or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) the sale of all or substantially all of its assets (other than by lease)) and whether or not the assets Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company, such Subsidiary Guarantor shall be released from its obligations under its Subsidiary Guarantee upon: (a) satisfaction of the conditions set forth in Sections 5.1 and 5.2 and in compliance with Sections 4.13 and 4.15 with respect to a Subsidiary Guarantor; and (b) satisfaction of all the obligations of such Subsidiary Guarantor or under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or its Restricted Subsidiaries terminate upon consummation of such transaction; (2) upon the designation of a Subsidiary Guarantor to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture; and (3) upon any Subsidiary transaction which results in a Subsidiary Guarantor no longer being a Restricted Subsidiary, which transaction complying is otherwise in compliance with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to ; the release of such a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and in accordance with the terms of this Article Thirteen have been complied with, such Subsidiary Guarantor Section 11 shall be released and discharged not constitute an Event of its obligations Default under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenSection 6.1(9).

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Notwithstanding anything to Section 301 the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any disposition permitted by the Loan Documents, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release any guarantee obligations under any Loan Document of any Subsidiary Guarantor being disposed of in such disposition, to the extent necessary to permit consummation of such disposition in accordance with the Loan Documents. (b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the principal and interest with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, all Loans and interest on the Securities to all other monetary payment Obligations which such Subsidiary Guarantee relates shall are then due and payable have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release all guarantee obligations under any Loan Document of any Subsidiary Guarantor. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (or such longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect during which any payment in respect of the Guaranteed Obligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise satisfied and discharged required to be refunded or repaid) any portion of any payment in accordance with respect of the provisions Guaranteed Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such Securities and this Indenture and all amounts owing to the Trustee hereunder have payment had not been paidmade; provided, however, that if (i) any such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor reinstated guarantee shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on immediately upon the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required Guaranteed Obligations being indefeasibly paid in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenfull.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if 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 or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least three (3) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (c) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) or would not be required to be a Guarantor pursuant to clause (iiib) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release 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. Notwithstanding the foregoing, the provisions of this §5.3(a) shall not apply to REIT. (b) Notwithstanding the terms of §5.2 and §5.3(a), upon delivery by request from the Company Borrower from and after the Ratings Trigger Date, then (i) subject to the terms of this §5.3(b), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner or lessee of an Officers’ Certificate Unencumbered Pool Asset) shall no longer be required to be Guarantors under this Agreement, and an Opinion (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Counsel stating that all conditions precedent herein provided for relating to the release of such Default shall have occurred and be continuing, and (B) no Material Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part clause (c) of the Trustee definition thereof. In the event that at any time after the Ratings Trigger Date, REIT shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement (and/or a Separate Guaranty for any such Material Subsidiary that is an Approved Foreign Entity if required pursuant to §5.2) and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.3(b) entitle REIT to be released from the Guaranty. For the avoidance of doubt, if at any time during which the REIT has an Investment Grade Rating (whether from one (1) or any Holdermore of the Rating Agencies) the provisions of clause (c) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the Trustee shall execute any documents reasonably required in order provisions of §5.2 as a condition to acknowledge the release such Subsidiary’s becoming an obligor or guarantor of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities other Unsecured Indebtedness regardless of REIT having obtained such series and under this Article ThirteenInvestment Grade Rating.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Company, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents (other than unasserted contingent indemnification obligations not yet due and payable) and the other Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Facility, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Restricted Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Borrower, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Domestic Subsidiary upon the consummation of a transaction permitted by this Agreement. (c) At such time as the Secured Obligations (other than Obligations expressly stated to survive such payment and termination) shall be released have been Fully Satisfied, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Any Subsidiary Guarantor shall be released from and relieved of its obligations under this Article Twelve (1) upon defeasance in accordance with Section 1302, (2) upon the payment in full of the Guaranteed Obligations, or (3) upon the sale by the Company or any Subsidiary of such Subsidiary Guarantor to Section 301 with respect to any Person other than a series Subsidiary of Securitiesthe Company, each Subsidiary Guarantee will remain provided that such sale does not result in effect with respect a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis. Upon the delivery by the Company to the respective Subsidiary Guarantor until the entire principal of, premiumTrustee of an Officers' Certificate and, if anyrequested by the Trustee, and interest on an Opinion of Counsel to the Securities effect that the transaction giving rise to which the release of such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged obligations was made by the Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedNotes, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such the Subsidiary Guarantor Guarantors from its obligations under its Subsidiary Guarantee endorsed on their obligations. If any of the Securities Guaranteed Obligations are revived and reinstated after the termination of such series Note Guarantee, then all of the obligations of the Subsidiary Guarantors under such Note Guarantee shall be revived and under this Article Thirteenreinstated as if such Note Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Subsidiary Guarantors shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series Upon (a) the sale, conveyance or transfer of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such a Subsidiary Guarantor that is sold (including i) permitted pursuant to Section 5.02 without the consent of the Lenders or (ii) if not permitted without such consent, effected after obtaining the consent of the Lenders or (b) the designation of a previously Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 5.02(r), so long as (i) such Restricted Subsidiary would not, at the time of such designation, constitute a New Material Subsidiary if newly-formed or newly-acquired and (ii) the total assets of all Domestic Subsidiaries of the Borrower that are not Subsidiary Guarantors (after giving effect to the proposed release of such Restricted Subsidiary from the Subsidiary Guaranty as contemplated by salethis Section 8.17), mergeras reflected on their respective balance sheets as of any date of determination, consolidation or otherwiseshall be no greater than ten percent (10%) by of the Company or any Subsidiary in a transaction complying with total consolidated assets of the requirements Borrower and its Consolidated Subsidiaries as reflected on the Borrower’s consolidated balance sheet as of this Indenture, thensuch date of determination, in each case as determined in accordance with GAAP, the Administrative Agent shall, on behalf of (i)itself and the Lenders and promptly following the Borrower’s written request, (ii) or (iii), upon delivery execute such documents and instruments as shall be reasonably requested by the Company Borrower for the purpose of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to releasing the release of such Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and Guaranty. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Article Thirteen have been complied withAgreement to be executed by their respective officers thereunto duly authorized, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part as of the Trustee or any Holderdate first above written. ALLIANCE RESOURCE OPERATING PARTNERS, L.P. By: ALLIANCE RESOURCE MANAGEMENT GP, LLC, its Managing General Partner By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President-Corporate Finance and the Trustee shall execute any documents reasonably required in order to acknowledge the release Treasurer [Signature Page] Alliance Resource JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swing Line Bank and Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank and Lender By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Director CITIBANK, N.A., as Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President BOKF, NA DBA BANK OF OKLAHOMA, as Issuing Bank and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President BRANCH BANKING AND TRUST COMPANY, as Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President COMPASS BANK, DBA BBVA COMPASS, as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President [Signature Page] Alliance Resource FIFTH THIRD BANK, as Lender By: /s/ P. ▇▇▇ ▇▇▇▇▇▇ Name: P. ▇▇▇ ▇▇▇▇▇▇ Title: Officer [Signature Page] Alliance Resource UNION BANK, N.A., as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President [Signature Page] Alliance Resource PNC BANK, NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President [Signature Page] Alliance Resource COMERICA BANK, as Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President ▇▇▇▇▇▇▇ SACHS BANK USA, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page] Alliance Resource ROYAL BANK OF CANADA, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page] Alliance Resource SOVEREIGN BANK, N.A., as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director UMB BANK, N.A., as Lender By: /s/ S. ▇▇▇▇▇ ▇▇▇▇▇ Name: S. ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President LAND BANK OF TAIWAN, NEW YORK BRANCH, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: SVP & General Manager MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, as Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: VP & DGM ▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD., LA BRANCH, as Lender By: /s/ Chu-I Hung Name: Chu-I Hung Title: Vice President & General Manager E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: VP & General Manager FIRST COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as Lender By: /s/ Jenn-▇▇▇ ▇▇▇▇ Name: Jenn-▇▇▇ ▇▇▇▇ Title: Vice President & General Manager TAIWAN COOPERATIVE BANK, LOS ANGELES BRANCH, as Lender By: /s/ Li ▇▇▇ ▇▇▇▇▇ Name: Li ▇▇▇ ▇▇▇▇▇ Title: VP & General Manager ▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD. NY AGENCY, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President [Signature Page] Alliance Resource Lender Term Commitment Revolving Credit Commitment Letter of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities Credit Commitment Swing Line Commitment JPMorgan Chase Bank, N.A. $ 19,500,000.00 $ 53,000,000.00 $ 83,333,333.34 $ 15,000,000.00 ▇▇▇▇▇ Fargo Bank, National Association $ 19,500,000.00 $ 53,000,000.00 $ 83,333,333.33 — Citibank, N.A. $ 19,500,000.00 $ 53,000,000.00 — — BOKF, NA dba Bank of such series Oklahoma $ 19,000,000.00 $ 51,500,000.00 $ 83,333,333.33 — Branch Banking and under this Article Thirteen.Trust Company $ 19,000,000.00 $ 51,500,000.00 — — Compass Bank dba BBVA Compass $ 19,000,000.00 $ 51,500,000.00 — — Fifth Third Bank $ 19,000,000.00 $ 51,500,000.00 — — Union Bank, N.A. $ 19,000,000.00 $ 51,500,000.00 — — PNC Bank, National Association $ 13,000,000.00 $ 37,000,000.00 — — U.S. Bank National Association $ 13,000,000.00 $ 37,000,000.00 — — Comerica Bank $ 7,750,000.00 $ 27,250,000.00 — — ▇▇▇▇▇▇▇ Sachs Bank USA $ 7,750,000.00 $ 27,250,000.00 — — Royal Bank of Canada $ 6,500,000.00 $ 18,500,000.00 — — Sovereign Bank, N.A. $ 6,500,000.00 $ 18,500,000.00 — — Sumitomo Mitsui Banking Corporation $ 6,500,000.00 $ 18,500,000.00 — — UMB Bank, n.a. $ 6,500,000.00 $ 18,500,000.00 — — Land Bank of Taiwan, New York Branch $ 5,500,000.00 $ 14,500,000.00 — — Mega International Commercial Bank Co., Ltd. New York Branch $ 5,000,000.00 $ 15,000,000.00 — — ▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd., LA Branch $ 4,000,000.00 $ 11,000,000.00 — — E.Sun Commercial Bank, Ltd., Los Angeles Branch $ 4,000,000.00 $ 11,000,000.00 — — First Commercial Bank, Ltd., Los Angeles Branch $ 4,000,000.00 $ 11,000,000.00 — — Taiwan Cooperative Bank, Los Angeles Branch $ 4,000,000.00 $ 11,000,000.00 — — ▇▇▇ ▇▇▇ Commercial Bank, Ltd. NY Agency $ 2,500,000.00 $ 7,500,000.00 — — 4. Alliance Resource Properties, LLC 5. ARP Sebree, LLC

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, of and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Twelve. NY12534: 53599.4

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation, amalgamation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 13.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee amalgamation, merger, conveyance, transfer or any Holderlease was made in accordance with Section 13.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIII. (b) Concurrently with the defeasance of the Securities under Section 14.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIII, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII, provided that all other obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction. Notice of such release pursuant to this paragraph (c) shall be provided to the Trustee.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective (a) A Subsidiary Guarantor until shall automatically be released from its obligations under the entire principal of, premium, if any, and interest on Subsidiary Guaranty upon the Securities to consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Subsidiary; provided that, if so required by this Agreement, the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect Required Lenders shall have consented to such Securities transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to Article Fifteen this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or (iii) all release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) warranty by the Company or any Subsidiary in a transaction complying with Administrative Agent. (b) Further, the requirements of this Indenture, then, in Administrative Agent may (and is hereby irrevocably authorized by each case of (i), (ii) or (iiiLender to), upon delivery by the Company request of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the Company, release of such any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee and this Article Thirteen have been complied with, Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations in respect of Swap Agreements, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be released outstanding, the Subsidiary Guaranty and discharged all obligations (other than those expressly stated to survive such termination) of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such each Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities thereunder shall automatically terminate, all without delivery of such series and under this Article Thirteenany instrument or performance of any act by any Person.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 (a) Concurrently with respect to any consolidation, amalgamation or merger of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all any conveyance, transfer or lease of the Capital Stock property of such a Subsidiary Guarantor is sold (including by sale, merger, consolidation as an entirety or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, thensubstantially as an entirety, in each case of (i)as permitted by Section 13.03 hereof, (ii) or (iii), and upon delivery by the Company to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee amalgamation, merger, conveyance, transfer or any Holderlease was made in accordance with Section 13.03 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article XIII. (b) Concurrently with the defeasance of the Securities under Section 14.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees endorsed on the Securities and under this Article XIII, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Subsidiary Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII, provided that all other obligations of such Subsidiary Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.