Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person not a Subsidiary of the Parent of Capital Stock held by the Parent and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), such that, immediately after giving effect to such transaction, such Restricted Subsidiary would no longer constitute a Subsidiary of the Parent, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon an Issuer or (ib) any other Guarantor (provided that the sale or disposition of the Capital Stock of surviving entity remains a Guarantor), (3) if Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, (other than 4) upon the Company) by the Company in compliance with Section 4.16 Legal Defeasance or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and Indenture, or (6) the Securitiesrelease or discharge of the Guarantee that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee. In addition, a Guarantor’s any Subsidiary Guarantee will also shall be automatically and unconditionally released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) discharged if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor ceases to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s Guarantee obligations under this Indenture are discharged in accordance the Credit Agreement or ceases to constitute a co-borrower with respect to the terms hereof. (b) Credit Agreement. The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon Notwithstanding anything in this Agreement to the contrary, in the event of (i) the sale or other disposition of the Capital Stock capital stock of any Guarantor if as a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger result of such disposition, such Person ceases to be a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Borrower, (ii) a sale or other disposition of all or substantially all of the liquidation or dissolution assets of any Guarantor (other than to the CompanyBorrower or another Guarantor) or (iii) a merger or consolidation of a Guarantor with a Person other than the Borrower or another Guarantor, then such Guarantor (in accordance with this Indenturethe case of clauses (i) and (ii) above) will be automatically and unconditionally released and discharged from all obligations under any of the Loan Documents, the other provisions of any of the Loan Documents and the Person acquiring such assets (in the case of clauses (ii) and (iii) above) shall not be required to assume such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedobligations under the Loan Documents, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities other provisions of any of the Loan Documents or otherwise become a Guarantor, in each case without any further action required on the part of the Trustee Administrative Agent, the Lenders, the Borrower or any Holder. Any Guarantor not so released Guarantor; provided that such sale, disposition or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided other transaction is otherwise in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the IssuerAgreement. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture Agreement or in any of the Securities other Loan Documents shall prevent any consolidation or merger of a Guarantor with or into the Issuer Borrower or another Guarantor that is permitted under this Agreement, or shall prevent any sale sale, lease, conveyance or conveyance other disposition of the property all or substantially assets of a Guarantor as an entirety or substantially as an entirety to the Issuer Borrower or another GuarantorGuarantor to the extent permitted under this Agreement. Upon any such consolidation, merger, or disposition, the guarantee given by such Guarantor under the Guaranty Agreement shall no longer have any force or effect. (b) In addition, the Borrower may designate any Guarantor as a Non-Loan Party; provided that (i) the Borrower shall be in compliance with the covenants under Sections 7.14 and 7.27 after giving effect to such designation; (ii) no such Subsidiary shall be an obligor under any Publicly Traded Debt Securities or Credit Facilities; (iii) no Unmatured Default under Section 8.2 or 8.6 and no Default shall exist after giving effect to such designation; and (iv) the Borrower shall deliver to the Administrative Agent a certificate, signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating its election to make such designation and certifying that the requirements of the foregoing clauses (i), (ii) and (iii) are satisfied. The Administrative Agent is hereby authorized by the Lenders to execute such documents reasonably satisfactory to it to evidence the release of such Subsidiary from the Guaranty Agreement as the Borrower requests.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) the sale no Default or disposition Event of the Capital Stock Default shall then be in existence or would occur as a result of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or such release; (ii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Trust and/or the Borrower has disposed of or dissolution simultaneously with such release will dispose of any its entire interest in such Guarantor (other than or that all of the Company) assets of such Guarantor will be disposed of in accordance compliance with the terms of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedAgreement, and if such transaction involves the disposition by such Guarantor shall of all of its assets, the net cash proceeds from such disposition are being distributed to the Trust and/or the Borrower in connection with such disposition, (B) such Guarantor will be deemed released from all Obligations the borrower with respect to Secured Indebtedness permitted under this Indenture and the Securities without any further action required Agreement, which Indebtedness will be secured by a Lien on the part assets of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under (C) the Trust and/or the Borrower has contributed or simultaneously with such release will contribute its Guarantee as provided entire direct or indirect interest in this Article 10. Concurrently with the defeasance such Guarantor to an Unconsolidated Affiliate or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will also be released from contributing all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain its assets to an Unconsolidated Affiliate or a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor Wholly Owned Subsidiary in compliance with the terms of this Agreement. Delivery by the Securities on 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 proposed release giving of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 request and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer anddate of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, upon written request, an Opinion of Counsel certifying as the foregoing provisions shall not apply to the compliance with this Section 10.04; provided Trust, which may only be released upon the legal counsel delivering such Opinion written approval of Counsel may rely as to matters of fact on one or more Officer’s Certificates Agent and all of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorBanks.

Release of a Guarantor. Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon: (aA) Upon any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (i) the sale or disposition of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 including any sale, exchange or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5transfer), in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following after which the applicable such Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of the liquidation assets of such Guarantor to a Person that is not the Issuer or dissolution any Restricted Subsidiary, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture; (B) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release); (C) the designation of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; (zD) with respect to the Issuer exercises Notes, the Issuer’s exercise of its Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option as described in under Section 8.02 13.02 or if Section 13.03 or the Issuer’s obligations under this Indenture are being discharged in accordance with the terms hereof.of this Indenture; (bE) The Trustee shall deliver an appropriate instrument evidencing the release merger, amalgamation or consolidation of a Guarantor upon receipt of a request by the Issuer or any such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or shall prevent any sale consolidation, or conveyance upon the liquidation of such Guarantor following the property transfer of a Guarantor as an entirety or substantially as an entirety all of its assets to the Issuer or another Guarantor; or (F) upon the occurrence of a Covenant Suspension Event; provided that such Guarantee shall be reinstated upon the occurrence of the Reversion Date.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person not a Subsidiary of the Parent of Capital Stock held by the Parent and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), such that, immediately after giving effect to such transaction, such Restricted Subsidiary would no longer constitute a Subsidiary of the Parent, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon an Issuer or (ib) any other Guarantor (provided that the sale or disposition of the Capital Stock of surviving entity remains a Guarantor), (3) if Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, (other than 4) upon the Company) by the Company in compliance with Section 4.16 Legal Defeasance or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and Indenture, or (6) the Securitiesrelease or discharge of the Guarantee that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee. In addition, a Guarantor’s any Subsidiary Guarantee will also shall be automatically and unconditionally released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) discharged if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor ceases to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s Guarantee obligations under this Indenture are discharged in accordance the U.S. Credit Agreement or ceases to constitute a co-borrower with respect to the terms hereof. (b) U.S. Credit Agreement. The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition of the Capital Stock of such Guarantor is not otherwise required to be a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than party to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; and (iv) such Guarantor does not guaranty any existing Unsecured Debt of the Borrower or dissolution any other Obligor in excess of $35,000,000. Delivery by the Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release 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 foregoing provisions shall not apply to the REIT Guarantor’s Guarantee, (y) if which may only be released upon the Company designates such prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and from its Guaranty, the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Borrower shall deliver an appropriate instrument evidencing to the Agent a pro forma Compliance Certificate giving effect to the release of a the Guarantor upon receipt of a request by from the Issuer or such Guarantor accompanied by an Officer’s Certificate Guaranty and, if applicable, the removal of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release assets of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04the calculation of Unencumbered Asset Value, nothing which Compliance Certificate shall show continued compliance with each of the covenants contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSection 9.1.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or other disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which Company, if the applicable sale of all such Capital Stock of that Guarantor is no longer a Restricted Subsidiary or complies with Section 4.10 hereof; (ii) if the liquidation or dissolution of any Company properly designates such Guarantor (other than the Company) in accordance with as an Unrestricted Subsidiary under this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee ; (iii) upon Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations Notes as permitted under this Indenture and Indenture; or (iv) upon the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities release or termination (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of termination or release resulting from the Securities on the date of the proposed release payment thereon) of such Guarantor’s Guarantee, if any, of (ya) if all Indebtedness of the Company designates such or any Guarantor to be under any Credit Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in an Unrestricted Subsidiary in accordance with Section 4.03 and the definition aggregate principal amount of “Unrestricted Subsidiary” $100 million or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofmore. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 10.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest and Liquidated Damage, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTen.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition of the Capital Stock of such Guarantor is not otherwise required to be a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than party to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; and (iv) such Guarantor does not guaranty the Borrower’s Senior Notes due 2018 or dissolution any other existing Unsecured Debt of the Borrower or any other Obligor in excess of $35,000,000. Delivery by the Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release 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 foregoing provisions shall not apply to the REIT Guarantor’s Guarantee, (y) if which may only be released upon the Company designates such prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and from its Guaranty, the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Borrower shall deliver an appropriate instrument evidencing to the Agent a pro forma Compliance Certificate giving effect to the release of a the Guarantor upon receipt of a request by from the Issuer or such Guarantor accompanied by an Officer’s Certificate Guaranty and, if applicable, the removal of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release assets of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04the calculation of Unencumbered Asset Value, nothing which Compliance Certificate shall show continued compliance with each of the covenants contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSections 9.1 through 9.3, 9.6 and 9.14.

Release of a Guarantor. (a) Upon If no Default or Event of Default exists and is continuing, the obligations of any Guarantor under its Guarantee of the Notes will be automatically and unconditionally released and discharged when any of the following occurs: (i1) the sale a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of all of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into to any Person in compliance with Article 5, in each case, (A) other than to the Company or that is not a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor Company; provided that such sale, exchange, transfer or other disposition is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) made in accordance with the provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x); (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor will remain to any Person that is not a Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred or an issuance by a Restricted Subsidiary that is not a such Guarantor of the Securities on the date its Capital Stock, in each case as a result of which such Guarantor ceases to be a majority-owned Subsidiary of the proposed release Company; provided that such transaction is made in accordance with the provisions of this Indenture; (3) such Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such Guarantee was executed pursuant to clause (1) of the covenant described under the Section 4.19 hereof; (4) the designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” or this Indenture; or (z5) the Issuer exercises its occurrence of Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofthis Indenture. (b) The In connection with any transaction set forth Section 11.04(a) above, the Trustee shall deliver receive an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12; (ii) no Default or disposition Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a Guarantor release and (other than iv) Borrower shall deliver to the Company) by Agent evidence reasonably satisfactory to the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Agent either that (A) other than the Guarantor has ceased to the Company qualify as a Material Subsidiary or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) qualifies as an Excluded Subsidiary. Delivery by the liquidation or dissolution Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release 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 foregoing provisions shall not apply to the REIT Guarantor’s Guarantee, (y) if which may only be released upon the Company designates such prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and from its Guaranty, the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Borrower shall deliver an appropriate instrument evidencing to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of a the Guarantor upon receipt of a request by from the Issuer or such Guarantor accompanied by an Officer’s Certificate Guaranty and the removal of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release assets of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except the calculation of Unencumbered Asset Value, as set forth in Articles 4 and 5 and this Section 10.04appropriate, nothing which Compliance Certificate shall show continued compliance with each of the covenants contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSections 9.1 through 9.3, 9.6 and 9.14.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12; (ii) no Default or disposition Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a Guarantor release and (other than iv) Borrower shall deliver to the Company) by Agent evidence reasonably satisfactory to the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Agent either that (A) other than the Guarantor has ceased to the Company qualify as a Material Subsidiary or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) qualifies as an Excluded Subsidiary. Delivery by the liquidation or dissolution Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release 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 foregoing provisions shall not apply to the REIT Guarantor’s Guarantee, (y) if which may only be released upon the Company designates such written approval of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and from its Guaranty, the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Borrower shall deliver an appropriate instrument evidencing to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of a the Guarantor upon receipt of a request by from the Issuer or such Guarantor accompanied by an Officer’s Certificate Guaranty and the removal of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release assets of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except the calculation of Unencumbered Asset Value, as set forth in Articles 4 and 5 and this Section 10.04appropriate, nothing which Compliance Certificate shall show continued compliance with each of the covenants contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSections 9.1 through 9.3, 9.6 and 9.14.

Release of a Guarantor. The Subsidiary Guarantee of a Guarantor will be released: (a) Upon (i) upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of Casella, of all of the Capital Stock of a that Guarantor (other than the Company) held by the Company in compliance with Section 4.16 Casella or the consolidation any of its Restricted Subsidiaries or merger of a Guarantor with all or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary substantially all of the Company and (B) in a transaction following which the applicable Guarantor assets of that Guarantor; PROVIDED that such sale or other disposition is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) made in accordance with this IndentureIndenture and, such Guarantor’s Guarantee pursuant if Casella or any of its Restricted Subsidiaries intends to this Article 10 shall be releasedcomply with the provisions of Section 4.13 by purchasing Replacement Assets, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of Casella delivers to the Trustee or any Holder. Any Guarantor not a written agreement that it will do so released or within the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided time frame set forth in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)Section 4.13; or (1b) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company Casella designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 this Indenture; PROVIDED, HOWEVER, in either case that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its Guarantees of any Indebtedness of Casella or any Indebtedness of any other Guarantor shall also terminate upon such release and none of its Equity Interests are pledged for the definition benefit of “Unrestricted Subsidiary” any holder of any Indebtedness of Casella or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) any Indebtedness of any Restricted Subsidiary of Casella. The Trustee shall deliver execute an appropriate instrument prepared by Casella evidencing the release of a Guarantor from its obligations under its Subsidiary Guarantee upon receipt of a request by the Issuer Casella or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided PROVIDED, HOWEVER, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10Casella. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Casella or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Casella or another Guarantor.

Release of a Guarantor. This Guaranty will be released with respect to a Guarantor: (a) Upon (i) upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a Guarantor guarantor, borrower and/or issuer in respect of the Senior Credit Facility or the Senior Subordinated Note Indenture and (2) if the Senior Credit Facility and the Senior Subordinated Note Indenture have been terminated, as a guarantor of any issue of any other indebtedness for borrowed money or Capital Lease of more than $5.0 million in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger any Subsidiaries of a Guarantor with or into any Person in compliance with Article 5such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (Aand not as a borrower and/or issuer); (c) other than at any time that a Letter of Credit is in effect with respect to the Company Bonds; or (d) upon or a Restricted Subsidiary substantially contemporaneously with the payment in full of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any HolderGuaranteed Obligations. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s (i) a Certificate of an Authorized Representative of the Issuer and, upon written request, an Opinion of Counsel Company certifying as to the compliance with this Section 10.04; 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) having a fair market value in excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any an Authorized Representative of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorCompany.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect to the Notes, and will cease to be a Guarantor with respect to the Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s Guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than upon the release or discharge of the Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (c) in connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the Base Indenture as to the Company Notes or a Restricted Subsidiary satisfaction and discharge of the Company Notes pursuant to Article IV of the Base Indenture and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of any the Subsidiary Guarantor. In the event the Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantee and will cease to be the Securities Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and Upon delivery by the Company to the Trustee of an Officers’ Certificate and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates effect that any of the Issuer. The conditions described above has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer or a Guarantor Company in order to evidence the release of such the Subsidiary Guarantor from its Obligations obligations under its the Subsidiary Guarantee pursuant to this Article 10. Except and the Indenture as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorNotes.

Release of a Guarantor. (a) Upon A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (i) In the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise; provided, that Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 6.11 hereof; or (ii) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Guarantor Person that is not (other than either before or after giving effect to such transaction) the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company Issuer or a Restricted Subsidiary of the Company Issuer, if the sale or other disposition does not violate Section 6.11 hereof and (B) in a transaction following which the applicable Guarantor is no longer ceases to be a Restricted Subsidiary of the Issuer as a result of the sale or other disposition; (iiiii) the liquidation If such Guarantor is designated as an Unrestricted Subsidiary or dissolution of any Guarantor (other than the Company) otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such Guarantor’s Guarantee pursuant designation or when it first ceases to this Article 10 shall be releaseda Restricted Subsidiary, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)respectively; or (1iv) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) If the Issuer exercises its Legal Defeasance legal defeasance option or Covenant Defeasance its covenant defeasance option as described in pursuant to Section 8.02 or 10.02 and 10.03, if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) Section 10.01. The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0413.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 Six and 5 Seven and this Section 10.0413.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.16, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that -------- ------- the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or any Restricted Subsidiary of the Company, in compliance with a transaction or series of related transactions that either (i) does not constitute an Asset Sale or (ii) constitutes an Asset Sale and such Asset Sale is not in violation of Section 4.16 4.18, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Ten without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Ten. (b) In addition, each such Guarantee will be automatically discharged and the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors Guarantor party thereto shall be released from all of their obligations under this Indenture and Article Ten without any further action on the Securities. In additionpart of the Trustee or any Holder upon (i) the release or discharge of the guarantee which resulted in the creation of such Guarantee under such Section 4.15, except a Guarantor’s discharge or release by or as a result of payment under such Guarantee will also be released and or (ii) the designation of such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” this Indenture. Any Guarantor not so released or (z) the Issuer exercises entity surviving such Guarantor, as applicable, shall remain or be liable under its Legal Defeasance option or Covenant Defeasance option Guarantee as described provided in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofArticle Ten. (bc) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0410.4; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Ten. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0410.4, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) If all or substantially all of the sale assets of any Guarantor other than Hovnanian or disposition all of the Capital Stock of any Guarantor other than Hovnanian is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by Hovnanian or any of its Subsidiaries, or, unless Hovnanian elects otherwise, if any Guarantor other than Hovnanian is designated an Unrestricted Subsidiary in accordance with the terms of the Indenture, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary) 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 Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations under the Indenture without any further action on the part of the Trustee or any Holder of the Notes. (b) Upon the release of the guarantee by a Guarantor (other than including, for the Company) by avoidance of doubt, the Company in compliance with Section 4.16 or Issuer after it ceases to be the consolidation or merger Issuer pursuant to Article Fourteen of a Guarantor with or into any Person in compliance with Article 5, in each case, (Athe Base Indenture) other than Hovnanian under all then outstanding Applicable Debt, at any time after the suspension of the Extinguished Covenants pursuant to Section 3.14 hereof, the Company or a Guarantee of such Guarantor under the Indenture will be released and discharged in respect of the Notes at such time and no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor in respect of the Company and Notes; provided that the foregoing shall not apply to any release of any Guarantor done in contemplation of, or in connection with, any cessation of the Notes being rated Investment Grade. In the event that (Bi) in a transaction following which the applicable any such released Guarantor thereafter guarantees any Applicable Debt (or if any released guarantee under any Applicable Debt is no longer a Restricted Subsidiary reinstated or renewed) or (ii) the liquidation or dissolution Extinguished Covenants cease to be suspended pursuant to Section 3.14 hereof then any such released Guarantor and any other Restricted Subsidiary of any Guarantor Hovnanian then existing (other than the CompanyRestricted Subsidiaries named in Section 5.01(b) hereof) will Guarantee the Notes on the terms and conditions set forth in accordance with the Indenture. For purposes of this Indentureclause (b), Applicable Debt secured by a Lien on such GuarantorRestricted Subsidiary’s Guarantee pursuant to this Article 10 Property or issued by such Restricted Subsidiary shall be released, and deemed guaranteed by such Restricted Subsidiary. (c) An Unrestricted Subsidiary that is a Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and its Guarantee upon notice from Hovnanian to the Securities Trustee to such effect, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition of the Capital Stock of such Guarantor is not otherwise required to be a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than party to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; and (iv) such Guarantor does not guaranty the Borrower’s Senior Notes due 2018 or dissolution any other existing Unsecured Debt of the Borrower or any other Obligor in excess of $35,000,000. Delivery by the Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release 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 foregoing provisions shall not apply to the REIT Guarantor’s Guarantee, (y) if which may only be released upon the Company designates such prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and from its Guaranty, the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Borrower shall deliver an appropriate instrument evidencing to the Agent a pro forma Compliance Certificate giving effect to the release of a the Guarantor upon receipt of a request by from the Issuer or such Guarantor accompanied by an Officer’s Certificate Guaranty and, if applicable, the removal of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release assets of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04the calculation of Unencumbered Asset Value, nothing which Compliance Certificate shall show continued compliance with each of the covenants contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSections 9.1 through 9.3, 9.6 and 9.

Release of a Guarantor. The Guarantee of a Guarantor will be released in the event that: (a) Upon the sale, disposition or other transfer (iincluding through merger or consolidation) the sale or disposition of all of the Capital Stock (or any sale, disposition or other transfer of a Guarantor (Capital Stock or other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture; (iib) the liquidation or dissolution of Issuer designates any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 4.11 and the definition of “Unrestricted Subsidiary” or ”; (zc) the Issuer exercises its release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness under the Senior Term Loan Agreement or Senior Revolving Credit Agreement, or the guarantee that resulted in the obligation of such Restricted Subsidiary to guarantee the Notes; (d) the exercise of the Legal Defeasance option or and Covenant Defeasance option as described in by the Issuer pursuant to Section 8.02 or if the Issuer’s obligations under this Indenture are being discharged in accordance with the terms hereof.Section 8.01; or (be) during the Suspension Period, upon the merger or consolidation of any Guarantor with and into another Subsidiary that is not a Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Guarantor following the transfer of all of its assets to the Issuer or a Subsidiary that is not a Guarantor. The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0410.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0410.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale Guarantor from consolidating with or conveyance of the property of a Guarantor as an entirety merging into or substantially as an entirety selling its assets to the Issuer or another GuarantorRestricted Subsidiary without limitation, or with other Persons.

Release of a Guarantor. (a) Upon If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company either Issuer or a Restricted Subsidiary of such Issuer in compliance a transaction constituting a Permitted Asset Disposition in accordance with Section 4.16 4.16, and such sale or other disposition is otherwise permitted in accordance with the terms of this Indenture, the Security Documents, the Intercreditor Agreement and the other Note Documents, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, V (in each case, (A) other than to the Company either Issuer or an Affiliate of either Issuer or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Subsidiary), (ii) upon the liquidation or dissolution designation of any a Guarantor (other than the Company) as an Unrestricted Subsidiary in accordance with this IndentureIndenture or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, or (iii) upon the discharge or defeasance of this Indenture and release in full of the Collateral, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed released from all Obligations under this Indenture and the Securities Article XIII without any further action required on the part of the Trustee or any Holder; provided, however, that each such Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofXIII. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; 13.4, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Note Guarantee pursuant to endorsed on the Notes and under this Article 10XIII. Except as set forth in Articles 4 IV and 5 V and this Section 10.0413.4, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock The Guarantee of a Guarantor will be released and discharged upon: (other than the Company1) any Transfer (including, without limitation, by way of consolidation or merger) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Restricted Subsidiary to any Person in compliance with Article 5, in each case, (A) other than to the Company or that is not a Restricted Subsidiary of the Company and of all of the Equity Interests of such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of this Indenture; (B2) in a transaction following which any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by the applicable Guarantor Company or any Restricted Subsidiary to any Person that is no longer not a Restricted Subsidiary of the Company of Equity Interests of such Guarantor or (ii) the liquidation any issuance by such Guarantor of its Equity Interests, which Transfer or dissolution of any Guarantor (other than the Company) issuance is made in accordance with the provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and that such Guarantor shall ceases to be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding ; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on Company and each other Guarantor; or (3) the date of the proposed release designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations in respect of all obligations of such Guarantor in respect of Indebtedness of the Company and the definition each other Guarantor. No such release or discharge of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release a Guarantee of a Guarantor upon receipt shall be effective against the Trustee or the Holders of a request by Securities to which such Guarantee relates until the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as Company shall have delivered to the compliance with Trustee an Officers’ Certificate stating that all conditions of this Section 10.0410.04 have been complied with and that such release and discharge is authorized and permitted under this Indenture; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The At the request and expense of the Company, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of and deliver an instrument evidencing such Guarantor from its Obligations under its Guarantee pursuant to this Article 10release. Except as set forth in Articles 4 Four and 5 Five and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture and the Registration Rights Agreement: (i) In the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise; provided, that Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 6.11 hereof; or (ii) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Guarantor Person that is not (other than the Companyeither before or after giving effect to such transaction) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company Company, if the sale or other disposition does not violate Section 6.11 hereof and (B) in a transaction following which the applicable Guarantor is no longer ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (iiiii) the liquidation If such Guarantor is designated as an Unrestricted Subsidiary or dissolution of any Guarantor (other than the Company) otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such Guarantor’s Guarantee pursuant designation or when it first ceases to this Article 10 shall be releaseda Restricted Subsidiary, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)respectively; or (1iv) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) If the Issuer exercises its Legal Defeasance legal defeasance option or Covenant Defeasance its covenant defeasance option as described in pursuant to Section 8.02 or 10.02 and 10.03, if the Issuer’s obligations under this the Indenture are discharged in accordance Section 10.01 or with the terms hereof. (b) respect to Remaining Notes, if a Conversion Event has occurred. The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0413.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 Six and 5 Seven and this Section 10.0413.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.16, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that -------- ------- the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. A Guarantee by a Guarantor of the Notes shall be automatically and unconditionally released and discharged upon: (1) (a) Upon (i) the sale or disposition of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than ceasing to the Company or constitute a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance compliance with this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Guarantor (including by way of merger or consolidation) or the designation of such Guarantor as an Unrestricted Subsidiary, or (b) the sale or disposition in compliance with this Indenture of all or substantially all of the assets of such Guarantor’s ; (2) in the case of a Guarantee pursuant to this Article 10 shall be releasedrequired by Section 4.16, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee release or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities guarantee that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)guarantee; (13) if such Guarantor is released from any and all guarantees of Indebtedness the exercise of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance legal defeasance option or Covenant Defeasance the covenant defeasance option as described in under Section 8.02 or if the Issuer’s obligations of the Company under this Indenture are otherwise discharged in accordance with the terms hereof.of this Indenture; or (b4) a release in accordance with Article 9; provided that, in the case of clause (2), the Guarantee shall only be released if the Guarantee would not otherwise be required under Section 4.16 (by reason of other guarantees or other Debt). In addition, a Guarantee of the Notes by a Guarantor shall be automatically and unconditionally released and discharged without the consent of the Trustee or any Holder of Notes if: (1) such Guarantor is not then, or immediately thereafter will not be, a guarantor of the U.S. Credit Facilities or any replacement facility thereof or such guarantee is released simultaneously with the release of the Guarantee of the Notes; (2) such Guarantor is not then, or immediately thereafter will not be, a guarantor of any of our then outstanding senior unsecured notes or debentures issued in capital market transactions or such guarantee is released simultaneously with the release of the Guarantee of the Notes; and (3) no Event of Default has occurred and is continuing. Once released, the Company shall not be required to cause the reinstatement of any Guarantee of the Notes even if one or more of the conditions required for the release is not satisfied in the future, subject to the requirements of the covenant described under Section 4.16. A Guarantee by a Guarantor of the Notes may be modified or terminated with the consent of Holders of a majority in principal amount of the Notes in accordance with Article 9. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in Section 5.01 of this Indenture. The Trustee shall deliver execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guaranty and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person not a Subsidiary of the Parent of Capital Stock held by the Parent and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), such that, immediately after giving effect to such transaction, such Restricted Subsidiary would no longer constitute a Subsidiary of the Parent, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon an Issuer or (ib) any other Guarantor (provided that the sale or disposition of the Capital Stock of surviving entity remains a Guarantor), (3) if Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, (other than 4) upon the Company) by the Company in compliance with Section 4.16 Legal Defeasance or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer and Guaranty that resulted in the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release creation of such Guarantor’s GuaranteeSubsidiary Guaranty, (y) if the Company designates except a discharge or release by or as a result of payment under such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) Guaranty. The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guaranty and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.048.4; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.”

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guaranty and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person that is not a Subsidiary of Parent or an Issuer of Capital Stock held by Parent or the Restricted Subsidiaries in, or all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited by this Indenture) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no longer constitute a Subsidiary of Parent or an Issuer, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon Parent, (ib) the sale an Issuer or disposition of the Capital Stock of a (c) any other Subsidiary Guarantor (other than provided that the Companysurviving entity remains or becomes a Subsidiary Guarantor), (3) by if the Company in compliance with Section 4.16 or the consolidation or merger of a Issuers properly designate any Subsidiary Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted as an Unrestricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with under this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and , (4) upon the Securities without any further action required on the part of the Trustee Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer Guarantee or Indebtedness that resulted in the creation of such Subsidiary Guaranty and the Company and (2) if any other Guarantee by such Guarantor will remain a Subsidiary of the CompanyCredit Agreement and any other capital markets Indebtedness, it has no other outstanding Indebtedness other than Indebtedness which could be incurred except a discharge or release by or as a Restricted Subsidiary that is not a Guarantor result of the Securities on the date of the proposed release of payment under such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guaranty and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order Subject to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04V hereof, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.15, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be automatically discharged and released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically discharged and released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The In connection with any transaction set forth in Section 11.04(a), the Trustee shall deliver receive an appropriate instrument evidencing the release Officers' Certificate and an opinion of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that -------- ------- the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person not a Subsidiary of the Parent of Capital Stock held by the Parent and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), such that, immediately after giving effect to such transaction, such Restricted Subsidiary would no longer constitute a Subsidiary of the Parent, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon an Issuer or (ib) any other Guarantor (provided that the sale or disposition of the Capital Stock of surviving entity remains a Guarantor), (3) if Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, (other than 4) upon the Company) by the Company in compliance with Section 4.16 Legal Defeasance or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer and Guarantee that resulted in the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release creation of such Guarantor’s Subsidiary Guarantee, (y) if the Company designates except a discharge or release by or as a result of payment under such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) Guarantee. The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or any Restricted Subsidiary of the Company, in compliance with a transaction or series of related transactions that either (i) does not constitute an Asset Sale or (ii) constitutes an Asset Sale and such Asset Sale is not in violation of Section 4.16 4.17, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Ten without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Ten. (b) In addition, each such Guarantee will be automatically discharged and the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors Guarantor party thereto shall be released from all of their obligations under this Indenture and Article Ten without any further action on the Securities. In additionpart of the Trustee or any Holder upon (i) the release or discharge of the guarantee which resulted in the creation of such Guarantee under such Section 4.14, except a Guarantor’s discharge or release by or as a result of payment under such Guarantee will also be released and or (ii) the designation of such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” this Indenture. Any Guarantor not so released or (z) the Issuer exercises entity surviving such Guarantor, as applicable, shall remain or be liable under its Legal Defeasance option or Covenant Defeasance option Guarantee as described provided in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofArticle Ten. (bc) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Issuers or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Ten. Except as set forth in Articles 4 Four and 5 Five and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Issuers or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Issuers or another Guarantor.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or other disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of if the Securities on the date of the proposed release of such Guarantor’s Guarantee, sale complies with Section 10.10 hereof; (yii) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” this Indenture; (iii) upon defeasance or (z) covenant defeasance of the Issuer exercises its Legal Defeasance option or Covenant Defeasance option Notes as described in Section 8.02 or if the Issuer’s obligations permitted under this Indenture are discharged Indenture; or (iv) upon the release or termination (other than a termination or release resulting from the payment thereon) of such Guarantor’s Guarantee, if any, of (a) all Indebtedness of the Company or any Guarantor under any Credit Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in accordance with the terms hereofan aggregate principal amount of $100 million or more. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 13.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorXIII.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this Indenture, the Notes and the Registration Rights Agreement, (i) in the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5that Guarantor, in each case, to a Person that is not (Aeither before or after giving effect to such transactions) other than to the Company or a Restricted Subsidiary of the Company and Issuer, (Biii) in a transaction following which upon Legal Defeasance or Covenant Defeasance of the applicable Guarantor is no longer a Restricted Subsidiary Notes pursuant to Article Eight hereof or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1iv) if such that Guarantor is released from any and its guarantee under all guarantees of Indebtedness Credit Facilities of the Issuer and the Company and or another Guarantor (2) if such Guarantor will remain including as a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release result of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor Credit Facilities ceasing to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request outstanding). Upon delivery by the Issuer or such Guarantor accompanied by to the Trustee of an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance effect that the provisions of this Indenture with this Section 10.04; provided respect to the legal counsel delivering release of such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of Guarantor have been satisfied, the Issuer. The Trustee shall will execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such any Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee pursuant to will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Ten. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person not a Subsidiary of the Parent of Capital Stock held by the Parent and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), such that, immediately after giving effect to such transaction, such Restricted Subsidiary would no longer constitute a Subsidiary of the Parent, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon an Issuer or (ib) any other Guarantor (provided that the sale or disposition of the Capital Stock of surviving entity remains a Guarantor), (3) if Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, (other than 4) upon the Company) by the Company in compliance with Section 4.16 Legal Defeasance or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer and Guarantee that resulted in the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release creation of such Guarantor’s Subsidiary Guarantee, (y) if the Company designates except a discharge or release by or as a result of payment under such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) Guarantee. The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. The Borrowers may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms of the Guaranty), a Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12 or disposition Section 9.1(i); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12 or Section 9.1; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a release; (iv) Borrowers shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Gables Group has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor (other than or that all of the Company) by the Company assets of such Guarantor will be disposed of in compliance with Section 4.16 the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the applicable members of the Gables Group in connection with such disposition, (B) such Guarantor will be the borrower with respect to Secured Indebtedness permitted under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the consolidation Gables Group has contributed or merger simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Guarantor with or into any Person Subsidiary which is not a Wholly Owned Subsidiary in compliance with Article 5, in each case, (A) other than the terms of this Agreement. Delivery by the Borrowers to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution Agent of any Guarantor such request for a release shall constitute a representation by the Borrowers that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release giving of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 request and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates date of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release effectiveness of such Guarantor from its Obligations under its Guarantee pursuant request) are true and correct with respect to this Article 10such request. Except as set forth in Articles 4 Notwithstanding the foregoing, the foregoing provisions shall not apply to GBP or General Partner, which may only be released upon the written approval of Agent and 5 and this Section 10.04, nothing contained in this Indenture or in any all of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorLenders.

Release of a Guarantor. The Guarantee of a Guarantor will be released in the event that: (a) Upon the sale, disposition or other transfer (iincluding through merger or consolidation) the sale or disposition of all of the Capital Stock (or any sale, disposition or other transfer of a Guarantor (Capital Stock or other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture; (iib) the liquidation or dissolution of Issuer designates any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 4.11 and the definition of “Unrestricted Subsidiary” or ”; (zc) the Issuer exercises its release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness under the Senior Term Loan Agreement and Senior Revolving Credit Agreement, or the guarantee that resulted in the obligation of such Restricted Subsidiary to guarantee the Notes; (d) the exercise of the Legal Defeasance option or and Covenant Defeasance option as described in by the Issuer pursuant to Section 8.02 or if the Issuer’s obligations under this Indenture are being discharged in accordance with the terms hereof.Section 8.01; or (be) during any Suspension Period, upon the request of the Issuer. The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0410.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0410.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale Guarantor from consolidating with or conveyance of the property of a Guarantor as an entirety merging into or substantially as an entirety selling its assets to the Issuer or another GuarantorRestricted Subsidiary without limitation, or with other Persons.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect to a Series of Notes, and will cease to be a Guarantor with respect to such Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s Guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than to upon the Company release or a Restricted Subsidiary discharge of the Company and Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (Bc) in a transaction following which connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the applicable Guarantor is no longer a Restricted Subsidiary Base Indenture as to such Series or satisfaction and discharge of such Series of Notes pursuant to Article IV of the Base Indenture and Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing as to such Series, upon the liquidation or dissolution of the Subsidiary Guarantor. In the event the Subsidiary Guarantor as to any Series is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantee as to the Notes of such Series and will cease to be the Securities Subsidiary Guarantor as to the Notes of such Series, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and Upon delivery by the Company to the Trustee of an Officers’ Certificate and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates effect that any of the Issuer. The conditions described above has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer or a Guarantor Company in order to evidence the release of such the Subsidiary Guarantor as to any Series from its Obligations obligations under its the Subsidiary Guarantee pursuant to this Article 10. Except and the Indenture as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorNotes of such Series.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock The Guarantee of a Guarantor (other than and all Liens, if any, securing the Companysame) shall automatically and unconditionally be released and discharged, and no further action by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5such Guarantor, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or is required for the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, upon: (ya) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which such Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of such Guarantor (other than a sale, disposition or other transfer to the Company or a Restricted Subsidiary) if such sale, disposition or other transfer is permitted by the applicable provisions of this Indenture; (b) the designation by the Company designates of such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 10.17 and the definition of “Unrestricted Subsidiary” ”; (c) the release or discharge of such Guarantor from each guarantee that would result in the obligation of such Guarantor to guarantee the Securities (if such Guarantor were not already a Guarantor) pursuant to Section 10.13, including the release by the holders of the Indebtedness of the Company described in clauses (a) and (b) of Section 10.13 of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (zB) the Issuer exercises holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness); or (d) the exercise by the Company of its Legal Defeasance option “defeasance” of the Securities under Section 4.02 or Covenant Defeasance option as described in its “covenant defeasance” of the Securities under Section 8.02 4.03 or if the IssuerCompany’s obligations under this Indenture are discharged in accordance with the terms hereofSection 12.01. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which all liability of such Guarantor with respect to Indebtedness of the applicable Guarantor is no longer a Restricted Subsidiary Issuer and the Company shall have been released by the holders of such Indebtedness or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 11 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 1011. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) if such Guarantor (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 1011. Except as set forth in Articles 4 and 5 and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guaranty and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person that is not a Subsidiary of Parent or an Issuer of Capital Stock held by Parent or the Restricted Subsidiaries in, or all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited by this Indenture) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no longer constitute a Subsidiary of Parent or an Issuer, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (a) Upon Parent, (ib) the sale an Issuer or disposition of the Capital Stock of a (c) any other Subsidiary Guarantor (other than provided that the Companysurviving entity remains or becomes a Subsidiary Guarantor), (3) by if the Company in compliance with Section 4.16 or the consolidation or merger of a Issuers properly designate any Subsidiary Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted as an Unrestricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with under this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and , (4) upon the Securities without any further action required on the part of the Trustee Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) upon a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer Guarantee or Indebtedness that resulted in the creation of such Subsidiary Guaranty and the Company and (2) if any other Guarantee by such Guarantor will remain a Subsidiary of the CompanyCredit Agreement and any other Capital Markets Indebtedness, it has no other outstanding Indebtedness other than Indebtedness which could be incurred except a discharge or release by or as a Restricted Subsidiary that is not a Guarantor result of the Securities on the date of the proposed release of payment under such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver may execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guaranty and this Indenture upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerIssuers. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order Subject to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04V hereof, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this Indenture and the Notes, (i) in the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5that Guarantor, in each case, to a Person that is not (Aeither before or after giving effect to such transactions) other than to the Company or a Restricted Subsidiary of the Company and Issuer, (Biii) in a transaction following which upon Legal Defeasance or Covenant Defeasance of the applicable Guarantor is no longer a Restricted Subsidiary Notes pursuant to Article Eight hereof or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1iv) if such that Guarantor is released from any and its guarantee under all guarantees of Indebtedness Credit Facilities of the Issuer and the Company and Guarantors (2) if such Guarantor will remain including as a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release result of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor Credit Facilities ceasing to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request outstanding). Upon delivery by the Issuer or such Guarantor accompanied by to the Trustee of an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance effect that the provisions of this Indenture with this Section 10.04; provided respect to the legal counsel delivering release of such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of Guarantor have been satisfied, the Issuer. The Trustee shall will execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such any Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee pursuant to will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Ten. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the an Issuer or another Guarantor.

Release of a Guarantor. (a) Upon If no Default or Event of Default exists and is continuing, the obligations of any Guarantor under its Guarantee of the Notes will be automatically and unconditionally released and discharged when any of the following occurs: (i1) the sale a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of all of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into to any Person in compliance with Article 5, in each case, (A) other than to the Company or that is not a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor Company; provided that such sale, exchange, transfer or other disposition is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) made in accordance with the provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x); (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor will remain to any Person that is not a Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred or an issuance by a Restricted Subsidiary that is not a such Guarantor of the Securities on the date its Capital Stock, in each case as a result of which such Guarantor ceases to be a majority-owned Subsidiary of the proposed release Company; provided that such transaction is made in accordance with the provisions of this Indenture; (3) such Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such Guarantee was executed pursuant to clause (1) of the covenant described under the Section 4.19 hereof; (4) the designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” or this Indenture; or (z5) the Issuer exercises its occurrence of Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofthis Indenture. (b) The In connection with any transaction set forth Section 11.04(a) above, the Trustee shall deliver receive an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the IssuerCompany. The Trustee shall shall, upon receipt of the documents in 11.04(b) above, execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; 10.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon If, in compliance with the terms and provisions of the Credit Documents, (i) the sale all or disposition substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred to a Guarantor (other than the Company) by the Company in compliance with Section 4.16 Person or the consolidation or merger Persons none of which is a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) Credit Party in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary permitted hereunder or (ii) any Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor, and any Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the liquidation consummation of such sale or dissolution transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.09 hereof); provided, however, that the release of any Guarantor from its obligations under this Agreement if such 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 be outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Guarantor continues to be a guarantor in respect of any obligations under the Senior Credit Documents or any Permitted Refinancing in respect thereof. Subject to the immediately preceding paragraph of this Section 7.12, the Guaranty made herein shall remain in full force and effect so long as any Loan or other Obligations (other than the Companycontingent indemnification obligations not yet due and owing) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, hereunder which are accrued and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, payable shall remain unpaid or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofunsatisfied. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) Any Guarantee by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company Notes shall be automatically and unconditionally released and discharged upon: (BA) any sale, exchange, transfer or other disposition (by merger, amalgamation or otherwise) of the Issuer’s and/or Restricted Subsidiary’s Capital Stock in a transaction such Guarantor following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the liquidation or dissolution assets of any such Guarantor (other than any sale, exchange or transfer to the Company) Issuer, any Guarantor and/or any Restricted Subsidiary), which sale, exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and ; (B) the Securities without any further action required on the part of the Trustee release or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and guarantee by such Guarantor will also be released from all Obligations of the Senior Credit Facilities or the other guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under this Indenture and the Securities (x)such guarantee; (1C) (i) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a properly designates any Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition upon effectiveness of “Unrestricted Subsidiary” such designation or (zii) when any Restricted Subsidiary that is a Guarantor first ceases to be a Restricted Subsidiary; (D) exercise of the Issuer exercises its option of Legal Defeasance of the Notes under Section 1302 hereof, or the option or of Covenant Defeasance option as described in of the Notes under Section 8.02 1303 hereof, or if the Issuer’s Co-Issuers’ obligations under this Indenture are discharged in accordance with the terms hereof.Section 401; or (bE) The Trustee shall deliver an appropriate instrument evidencing the release merger, amalgamation or consolidation of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or and into the Issuer or another Guarantor that is the surviving, continuing or shall prevent any sale resulting Person in such merger, amalgamation or conveyance of consolidation, or upon the property liquidation of a Guarantor as an entirety or substantially as an entirety following the transfer of all of its assets to the Issuer or another Guarantor; and (2) the Issuer’s and such Guarantor’s delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release and discharge of the Guarantee have been complied with.

Release of a Guarantor. (a) Upon (i) If all or substantially all of the sale assets of any Guarantor other than the Company or disposition all of the Capital Stock of a any Guarantor (other than the CompanyCompany is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company in compliance with Section 4.16 or the consolidation or merger any of a Guarantor with or into any Person in compliance with Article 5its Subsidiaries, in each caseor, (A) other than to unless the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of elects otherwise, if any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor Company is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be designated an Unrestricted Subsidiary in accordance with Section 4.03 and the definition terms of “the Indenture, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary” ) or the Person acquiring such assets (zin the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) the Issuer exercises shall be deemed automatically and unconditionally released and discharged from any of its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this the Indenture are discharged in accordance with without any further action on the terms hereofpart of the Senior Trustee or any Holder of Notes. (b) The Trustee shall deliver an appropriate instrument evidencing Upon the release of the guarantee by a Guarantor upon receipt (including, for the avoidance of a request by doubt, the Issuer or after it ceases to be the Issuer pursuant to Article 10) other than the Company under all then outstanding Applicable Debt, at any time after the suspension of the Extinguished Covenants pursuant to Section 4.18 hereof, the Guarantee of such Guarantor accompanied by an Officer’s Certificate under the Indenture will be released and discharged in respect of the Issuer and, upon written request, an Opinion of Counsel certifying as Notes at such time and no Restricted Subsidiary thereafter acquired or created will be required 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or be a Guarantor in order respect of the Notes; provided, that the foregoing shall not apply to evidence the any release of any Guarantor done in contemplation of, or in connection with, any cessation of the Notes being rated Investment Grade. In the event that (i) any such released Guarantor from its Obligations thereafter guarantees any Applicable Debt (or if any released guarantee under its Guarantee any Applicable Debt is reinstated or renewed) or (ii) the Extinguished Covenants cease to be suspended pursuant to this Article 10. Except as set forth in Articles 4 Section 4.18 hereof then any such released Guarantor and 5 and this Section 10.04any other Restricted Subsidiary of Hovnanian then existing (other than KHL, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into Inc., the Issuer or another Guarantor or shall prevent any sale or conveyance of (for so long as it remains the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorIssuer) and X. Xxxxxxxxx Poland, sp.zo.

Release of a Guarantor. (a) Upon (i) the sale or disposition release by the lenders under the Senior Credit Facility and related documents of the Capital Stock all guarantees of a Guarantor and all Liens on the property and assets of such Guarantor relating to such Indebtedness, (other than ii) the Company) by the Company in compliance with Section 4.16 or the consolidation or merger unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.17, (iii) any sale or into other disposition (by merger or otherwise) to any Person in compliance with Article 5, in each case, (A) other than to the Company or which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (Bb) in a transaction following which such assumption, guarantee or other liability of such Guarantor has been released by the applicable Guarantor is no longer a Restricted Subsidiary holders of the other Indebtedness of the Company so guaranteed, (iv) the Legal Defeasance of the Notes as described under Section 8.2, or (iiv) a Guarantor being designated as an Unrestricted Subsidiary as described under the liquidation or dissolution definition of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and “Unrestricted Subsidiary,” such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article XI without any further action required on the part of the Trustee or any Holder. Any ; provided that any such termination shall occur only to the extent that all obligations of such Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations its guarantees of, and under this Indenture and the Securities. In additionall of its pledges of assets or other security interests which secure, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if shall also terminate upon such Guarantor will remain a Subsidiary of the Companyrelease, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” sale or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) transfer. The Trustee shall promptly deliver an appropriate instrument evidencing the such release of a Guarantor upon receipt of a request by the Issuer or such Guarantor Company accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; 11.4. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes as provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorXI.

Release of a Guarantor. The Subsidiary Guarantee of a Guarantor will be released: (a) Upon (i) upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of Casella, of all of the Capital Stock of that Guarantor held by Casella or any of its Restricted Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a Guarantor guarantor, borrower and/or issuer in respect of the Senior Credit Facility, the Second Lien Notes and the Senior Subordinated Notes and (2) if the Senior Credit Facility has been terminated, as a guarantor of any issue of any other Indebtedness of more than $5.0 million in aggregate principal amount (per issue) of Casella or any of its Restricted Subsidiaries (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger any Subsidiaries of a Guarantor with or into any Person in compliance with Article 5such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (A) other than to the Company or and not as a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (xborrower and/or issuer); or (1c) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company Casella designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) Indenture. The Trustee shall deliver execute an appropriate instrument prepared by Casella evidencing the release of a Guarantor from its obligations under its Subsidiary Guarantee upon receipt of a request by the Issuer Casella or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10Casella. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Casella or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Casella or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale any sale, exchange or disposition transfer (including, without limitation, by way of merger or consolidation), to any Person not an Affiliate of the Company, of all of the Company's Capital Stock of a Guarantor (other than in, or all or substantially all the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into assets of, any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company that is a Guarantor, which transaction is in compliance with the terms of this Indenture (including, but not limited to, Article Eight and (BSection 10.16 under this Indenture) in a transaction following which the applicable Guarantor is no longer a and so long as such Restricted Subsidiary has been or simultaneous with its release under the Guarantee will be unconditionally released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries or (ii) with respect to any Guarantees created after the liquidation or dissolution date of this Indenture pursuant to Section 10.22, the release by the holders of the Other Guaranteed Indebtedness of the Company of their guarantee by such Restricted Subsidiary (including any Guarantor (other than the Companydeemed release upon payment in full of all obligations under such Indebtedness) in accordance with this Indenturethe terms of Section 10.22, at a time when (A) no other Indebtedness of the Company has been guaranteed by such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedRestricted Subsidiary, and or (B) the holders of all such Other Guaranteed Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), in either case, such Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and the Securities Article Twelve without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the such release of a Guarantor upon receipt of a request by of the Issuer or such Guarantor Company accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; Section. Any Guarantor not so released will remain liable for the full amount of principal of, premium, if any, and interest on the Notes as provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTwelve.

Release of a Guarantor. (a) Upon (i) In the sale or disposition event that each holder of Other Indebtedness which resulted in the Capital Stock creation of a Subsidiary Guarantee unconditionally releases a Subsidiary Guarantor of all of its obligations under its guarantee of such Other Indebtedness pursuant to a written agreement in form and substance satisfactory to the Trustee (other than a release resulting from payment under such guarantee) such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guarantee. (b) Additionally, if the CompanySecurities are defeased in accordance with the terms of this Indenture, or if all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests of any Subsidiary Guarantor is sold (including by issuance or otherwise) by the Company in compliance with Section 4.16 or the consolidation or merger any of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) its Subsidiaries in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or constituting an Asset Sale and if (iix) the liquidation or dissolution of any Guarantor (other than the Company) Net Cash Proceeds from such Asset Sale are used in accordance with this Indenture, Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate covenanting that the Net Cash Proceeds from such Guarantor’s Guarantee pursuant to this Article 10 Asset Sale shall be releasedused in accordance with Section 4.05 and within the time limits specified by such Section 4.05, and then such Subsidiary Guarantor (in the event of a sale or other disposition of all of the Equity Interests of such Subsidiary Guarantor) or the corporation 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 deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x). (1c) if such Guarantor is released from any The Trustee shall, at the sole cost and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary expense of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor Company accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided and, with respect to clause (b) of this Section 11.03, upon receipt at the legal counsel delivering such reasonable request of the Trustee of an Opinion of Counsel may rely as to matters that the provisions of fact this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on one or more Officer’s Certificates the Securities and the other obligations of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor Company hereunder as provided in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.15, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be automatically discharged and released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically discharged and released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the Issuer. Company. (c) The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Eleven. (d) Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. Any Note Guarantee by a Guarantor of the Notes shall be automatically and unconditionally released and discharged upon: (a1) Upon in connection with any sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (ieither before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer, if the Guarantor ceases to be a Subsidiary of the Issuer as a result of the sale or disposition other disposition; (3) upon the merger or consolidation of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a such Guarantor with or into any the Issuer or another Guarantor that is the surviving Person in compliance with Article 5such merger or consolidation, in each case, (A) other than or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company Issuer or a Restricted Subsidiary another Guarantor; (4) the exercise of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part Legal Defeasance of the Trustee or any Holder. Any Guarantor not so released Notes under Section 1302 hereof, or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge Covenant Defeasance of the Securities Notes under Article 8 Section 1303 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.Section 401 of this Indenture; (b5) The Trustee shall deliver an appropriate instrument evidencing in the release case of a Guarantor that becomes an Excluded Subsidiary, upon receipt delivery to the Trustee of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate certifying that such Guarantor has become an Excluded Subsidiary; or (6) upon the release or discharge of the Guarantee by such Subsidiary of such Indebtedness of the Issuer andor any Subsidiary, upon written requestor the repayment of all the Indebtedness, in each case, that resulted in an Opinion obligation to provide a Note Guarantee (including, the release, discharge or repayment of Counsel certifying all outstanding amounts under the Term Loan Facility, the Revolving Facility and the 2028 Notes with respect to any Guarantor that provided a Note Guarantee 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorIssue Date).

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock Stock, or all or substantially all of the assets, of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or one or more Restricted Subsidiaries of the Company and the Guarantor is released from all of its obligations under the Credit Agreement, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Wholly-Owned Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Subsidiary), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically and unconditionally released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder; PROVIDED, HOWEVER, that each such Guarantor is sold or disposed of in accordance with this Indenture; AND PROVIDED, FURTHER, that if such sale or disposition constitutes as Asset Sale, the Net Cash Proceeds thereof are applied in accordance with Section 4.16. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided 11.04, PROVIDED the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerOfficers' Certificates. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. (a) Upon (i) the sale or disposition The obligations of any Guarantor under its Guarantee of the Notes will be automatically and unconditionally released and discharged when any of the following occurs: (1) upon the full and final payment and performance of all obligations of the Company under this Indenture and the Notes; (2) any issuance, sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of a such Guarantor (other than the Companyor any parent of such Guarantor) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into to any Person in compliance with Article 5, in each case, (A) other than to the Company or that is not a Restricted Subsidiary of the Company and (B) that results in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall ceasing to be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company; provided that such issuance, it has no sale, exchange, transfer or other outstanding Indebtedness other than Indebtedness which could be incurred by disposition is made in accordance with the provisions of this Indenture; (3) a Restricted Subsidiary that is not a Guarantor sale of all the Capital Stock of the Securities on the date of the proposed release applicable Guarantor (or any parent of such Guarantor’s Guarantee, ) pursuant to an Enforcement Sale in accordance with the Intercreditor Agreement; (y4) if the Company designates so long as no Default or Event of Default has occurred and is continuing such Guarantor is unconditionally released and discharged from its liability with respect to be Indebtedness (a) in connection with which such Guarantee was executed pursuant to Section 4.19 and (b) under the Senior Secured Credit Facilities, if such Guarantor is a Guarantor as of the date hereof or a Requisite Guarantor; (5) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” or this Indenture; or (z6) the Issuer exercises its occurrence of Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with this In-denture; or (7) in the terms hereofevent that the continued obligation of such Guarantor under its Guarantee or the continued existence of such Guarantee will result in a violation of applicable law that cannot be avoided or other-wise prevented through measures reasonably available to the Company or such Guarantor; provided that all Guarantees, if any, of the Senior Secured Credit Facilities by such Guarantor are also released. (b) The In connection with any transaction set forth in Section 11.04(a) above, the Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by receive an Officer’s 's Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided,however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s 's Certificates of the IssuerCompany or any Guarantor. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. This Guaranty will be released: (a) Upon (i) with respect to a Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to a Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor of any issue of any other indebtedness for borrowed money or Capital Lease of more than $5.0 million in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger any Subsidiaries of a Guarantor with or into any Person in compliance with Article 5such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (Aand not as a borrower and/or issuer); (c) other than at any time that a Letter of Credit is in effect with respect to the Company or a Restricted Subsidiary Bonds; (d) on the day after the last day of the Company and Current Term Interest Rate Period; or (Be) upon or substantially contemporaneously with the payment in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part full of the Trustee or any HolderGuaranteed Obligations. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s (i) a Certificate of an Authorized Representative of the Issuer and, upon written request, an Opinion of Counsel Company certifying as to the compliance with this Section 10.04; 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) having a fair market value in excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any an Authorized Representative of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorCompany.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) Any Guarantee by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company Notes shall be automatically and unconditionally released and discharged upon: (B1) (A) any sale, exchange, transfer or other disposition (by merger, amalgamation or otherwise) of the Issuer’s and/or Restricted Subsidiary’s Capital Stock in a transaction such Guarantor following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the liquidation or dissolution assets of any such Guarantor (other than any sale, exchange or transfer to the Company) Issuer, any Guarantor and/or any Restricted Subsidiary), which sale, exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without ; (B) when any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor first ceases to be a Restricted Subsidiary; (C) exercise of the Securities on the date option of Legal Defeasance of the proposed release Notes under Section 13.02 hereof, or the option of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in of the Notes under Section 8.02 13.03 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 4.01; or (D) the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release merger, amalgamation or consolidation of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or and into the Issuer or another Guarantor that is the surviving, continuing or shall prevent any sale resulting Person in such merger, amalgamation or conveyance of consolidation, or upon the property liquidation of a Guarantor as an entirety or substantially as an entirety following the transfer of all of its assets to the Issuer or another Guarantor; and (2) the Issuer’s and such Guarantor’s delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release and discharge of the Guarantee have been complied with.

Release of a Guarantor. (a) Upon In the event a Guarantor is sold (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets), such Guarantor will be released from its obligations under this Indenture and its Guarantee if: (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company is in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or 4.13(a); and (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any its guarantees, if any, of, and all guarantees of pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer and Company or any Subsidiary of the Company and Company. (2b) if such A Guarantor will remain that is a Subsidiary of the CompanyCompany will automatically be released from its obligations under this Indenture, it has no the Guarantee and the Registration Rights Agreement (x) if the applicable Subsidiary ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Indebtedness under the Credit Agreement or other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted exercise of remedies in respect thereof or if such Subsidiary that is not a Guarantor of released from its guarantees of, and all pledges and security interests granted in connection with, the Securities on the date of the proposed release of such Guarantor’s Guarantee, Credit Agreement or (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance such designation complies with the terms hereofother applicable provisions of this Indenture. (bc) The Trustee shall deliver execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Company. (d) Except as set forth in Articles 4 Four and 5 Five and this Section 10.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition A Guarantor will be deemed automatically and unconditionally released and discharged from all of the Capital Stock its obligations under its Note Guarantee and its guarantee of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary Indebtedness of the Company and (B) in a transaction following which under the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities New Credit Agreement without any further action required on the part of the Trustee or any HolderHolder of the Notes upon (i) a sale or other disposition to a Person not an Affiliate of the Company of all of the Capital Stock of, or all or substantially all of the assets of, such Guarantor, by way of merger, consolidation or otherwise, which transaction is carried out in accordance with Section 801 and 1016; or (ii) the release of any Guarantor from its obligations as a guarantor under the New Credit Agreement, so long as (a) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such release, (b) the Company is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in subsection (a) of Section 1010 on the date on which such release occurs, and (c) the amount of Indebtedness outstanding under the New Credit Agreement for at least 30 days prior to the time of such release is at least $200 million of its obligations; provided that any such termination shall occur (x) only to the extent that all obligations of such 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 shall also terminate upon such sale, disposition or release and (y) only if the Trustee is furnished with written notice of such release together with an Officer's Certificate from such Guarantor to the effect that all of the conditions to release in this Section 1307(a) have been satisfied. (b) Any Guarantor that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture may, at such time, at the option of the Board of Directors, be released and relieved of its obligations under its Note Guarantee and its guarantee of Indebtedness of the Company under 104 the New Credit Agreement. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 1307. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee for the full amount of principal of and interest on the Notes as provided in this Article 10. its Note Guarantee. (c) Concurrently with the defeasance or satisfaction and discharge Legal Defeasance of the Securities Notes under Article 8 Section 1202 hereof, or the Covenant Defeasance of the Notes under Section 1203 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations their Note Guarantees under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofArticle Thirteen. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture (as it relates to a Series of Notes) and the Subsidiary Guarantee with respect to such Series of Notes, and will cease to be a Guarantor with respect to such Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than to upon the Company release or a Restricted Subsidiary discharge of the Company and Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (Bc) in a transaction following which connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the applicable Guarantor is no longer a Restricted Subsidiary Base Indenture as to such Series of Notes or satisfaction and discharge of such Series of Notes pursuant to Article IV of the Base Indenture and Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing as to such Series of Notes, upon the liquidation or dissolution of any the Subsidiary Guarantor. In the event that the Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantees and will cease to be the Securities Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and Upon delivery by the Company and (2) if such Guarantor will remain a Subsidiary to the Trustee of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates effect that any of the Issuer. The conditions described above has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer or a Guarantor Company in order to evidence the release of such the Subsidiary Guarantor as to any Series of Notes from its Obligations obligations under its the Subsidiary Guarantee pursuant to this Article 10. Except and the Indenture as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorNotes of such Series.

Release of a Guarantor. (a) Upon The Guarantee of a Guarantor will be automatically and unconditionally released and discharged upon repayment in full of the Notes and upon the occurrence of any of the following: (i) the sale a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of all of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into to any Person in compliance with Article 5, in each case, (A) other than to the Company or person that is not a Restricted Subsidiary of the Company and Company; provided that such sale, exchange, transfer or other disposition is made in accordance with the provisions of this Indenture; (Bii) in a transaction following which the applicable sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor to any person that is no longer not a Restricted Subsidiary of the Company, or an issuance by such Guarantor of its Capital Stock, in each case as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that (i) such transaction is made in accordance with the provisions of this Indenture and (ii) such Guarantor is also released from all of its obligations, if any, (x) in respect of other Indebtedness of the liquidation or dissolution Company and each other Guarantor and (y) under all other Senior Secured Indebtedness; (iii) such Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such guarantee was executed pursuant to clause (1) of Section 4.18; or (iv) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations, if any, (i) in respect of other Indebtedness of Huntsman and each other Guarantor and (ii) under all other Senior Secured Indebtedness; provided, however, that no such release and discharge of any Guarantee of a Guarantor (other than will be effective against the Company) Trustee or the Holders of Notes until the Company shall have delivered to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture. Upon the release of a Guarantee of a Guarantor in accordance with this IndentureSection 10.04, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and all the Liens on the Collateral held by such Guarantor shall also be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holderreleased. Any Guarantor whose Guarantee is not so released in accordance with the provisions of this Section 10.04 or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofTen. (b) The In connection with any transaction set forth in Section 10.04(a) or 10.04(b), the Trustee shall deliver receive an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10Ten. Except as set forth in Articles 4 Four and 5 Five and this Section 10.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or a Restricted Subsidiary of the Company in compliance with Section 4.16 a transaction permitted under this Indenture or upon the consolidation or merger of a Guarantor with or into any Person person in compliance with Article 5, Eight (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Guarantor is no longer or a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this IndentureSubsidiary), such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and the Securities Article Thirteen without any further action required on the part of the Trustee or any Holder; provided, however, that each such Guarantor is sold or disposed of in accordance with this Indenture. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a Company Order or request of such Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 13.03. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the IssuerThirteen. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to under this Article 10Thirteen. Except as set forth in Articles 4 Article Eight and 5 Article Ten and this Section 10.0413.03, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or any Restricted Subsidiary of the Company, in compliance with a transaction or series of related transactions that either (i) does not constitute an Asset Sale or (ii) constitutes an Asset Sale and such Asset Sale is not in violation of Section 4.16 4.18, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 will be automatically discharged and such Guar- antor shall be released, and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Eleven. (b) In addition, each such Guarantee will be automatically discharged and the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors Guarantor party thereto shall be released from all of their obligations under this Indenture and Article Eleven without any further action on the Securities. In additionpart of the Trustee or any Holder upon (i) the release or discharge of the guarantee which resulted in the creation of such Guarantee under such Section 4.15, except a Guarantor’s discharge or release by or as a result of payment under such Guarantee will also be released and or (ii) the designation of such Guarantor will also as an Unrestricted Subsidiary in accordance with the provisions of this Indenture. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be released from all Obligations liable under its Guarantee as provided in this Indenture and the Securities (x)Article Eleven. (1c) The obligations of each Guarantor will be automatically released upon such Guarantor ceasing to be a subsidiary of the Issuer as a result of any foreclosure on any pledge or security interest securing Obligations with respect to the Credit Agreement or other exercise of remedies in respect thereof if such Guarantor is released from any and all guarantees its guarantee of Indebtedness of Obligations with respect to the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofCredit Agreement. (bd) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.4; provided provided, however, that the legal -------- ------- counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.4, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the direct or indirect sale or disposition of all of the Capital Stock Stock, or all or substantially all of the assets, of a Guarantor (other than the Company) by the Company or one or more Restricted Subsidiaries of the Company in compliance a transaction constituting an Asset Sale (including, without limitation, a foreclosure pursuant to the Credit Agreement), the Net Cash Proceeds of which are applied in accordance with Section 4.16 and the Guarantor is released from all of its obligations under the Credit Agreement, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Wholly Owned Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Subsidiary), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically and unconditionally released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any HolderHolder or any other person; PROVIDED, HOWEVER, that each such Guarantor is sold or disposed of in accordance with this Indenture. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided 11.04, PROVIDED the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerOfficers' Certificates. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. (a) Upon (i) Any Guarantor that is designated by the sale or disposition Board of Directors of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Issuer as an Unrestricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with the terms of this IndentureIndenture shall, at such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedtime, and such Guarantor shall be deemed automatically and unconditionally released from all Obligations and discharged of its obligations under this Indenture and the Securities its Note Guarantee without any further action required on the part of the Trustee or any Holder. . (b) Any Guarantor not so that is released or discharged as a guarantor or borrower in respect of the entity surviving Credit Agreement (except (x) a release, discharge or termination by or as a result of payment under such Guarantorinstrument or (y) to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.19) shall, as applicableat such time, shall remain or be liable deemed automatically and unconditionally released and discharged of its obligations under its Note Guarantee as provided in this Article 10. Concurrently with without any further action on the part of the Trustee or any Holder. (c) Upon legal defeasance, covenant defeasance or satisfaction and discharge of the Securities under Article 8 hereofthis Indenture as provided in Sections 8.2, the Guarantors shall 8.3 and 11.1, each Guarantor shall, at such time, be deemed automatically and unconditionally released from all and discharged of their its obligations under this Indenture and its Note Guarantee without any further action on the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and part of the Securities (x)Trustee or any Holder. (1d) if such Guarantor is released from any Upon the release or discharge of the Guarantee or security that enabled the creation of the Note Guarantee and all guarantees other Guarantees of Indebtedness Debt of the Issuer and the Company and (2) if by such Guarantor, such Guarantor will remain a Subsidiary shall, at such time, be deemed automatically and unconditionally released and discharged of its obligations under its Note Guarantee without any further action on the part of the Company, it Trustee or any Holder; provided that no Default or Event of Default has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that occurred and is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” continuing or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofwould result therefrom. (be) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. The Trustee shall deliver an appropriate instrument evidencing the such release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.of

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such A Guarantor shall be deemed released from all Obligations its obligations under its Guarantee and this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)Registration Rights Agreement: (1) if in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor is released from any and all guarantees of Indebtedness of then held by the Issuer and the Company and Restricted Subsidiaries; (2) if such Guarantor will remain is designated as an Unrestricted Subsidiary or otherwise ceases to be a Subsidiary Restricted Subsidiary, in each case in accordance with the provisions of the Companythis Indenture, upon effectiveness of such designation or when it has no first ceases to be a Restricted Subsidiary, respectively; or (3) if such Guarantor shall not guarantee any Indebtedness or other outstanding Indebtedness Obligation under any Credit Agreement (other than if such Guarantor no longer guarantees any Indebtedness which could or other Obligation under such Credit Agreement as a result of payment under any guarantee of any such Indebtedness or other Obligation by such Guarantor); provided, however, that a Guarantor shall not be permitted to be released from its Guarantee if it is an obligor with respect to any Indebtedness or other Obligation that would not, under Section 4.07, be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee, this Indenture and the Registration Rights Agreement upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer10.03. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon The Guarantee of a Guarantor will be released upon: (i1) (x) the sale sale, disposition or disposition other transfer (including through merger, amalgamation or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary or Subsidiary) and (iiy) the liquidation or dissolution release of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from its guarantee, if any, of and all Obligations under this Indenture pledges and the Securities without security, if any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided granted in this Article 10. Concurrently connection with the defeasance or satisfaction Senior Credit Agreement and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of other Indebtedness of the Issuer and the Company and Co-Issuers or any Restricted Subsidiary; (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred designation by a Co-Issuer of any Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 4.12 and the definition of “Unrestricted Subsidiary” ;” (3) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17, the release or (z) discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Co-Issuer exercises or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; provided that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its Legal Defeasance option or Covenant Defeasance option status as described in a Guarantor under Section 8.02 or if the Issuer4.11 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.11(b); and (4) the exercise by a Co-Issuer of its option under Section 8.02(b) or Section 8.02(c) or the discharge their Obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver execute an appropriate instrument prepared by the Co-Issuers evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the any Co-Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The Trustee . (b) In addition, the Co-Issuers shall execute not permit any documents reasonably requested by the Guarantor to consolidate, amalgamate, merge with or into any person (other than any Co-Issuer or another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless: (1) either: (a) the Guarantor is the surviving Person; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States of America, the District of Columbia, the federal laws of Canada or the laws of any province thereof (such Person being herein called the “Successor Guarantor”); (2) the Successor Guarantor in order to evidence (if other than the release Guarantor) assumes by means of a supplemental indenture all the obligations of the Guarantor under its Guarantee, this Indenture and the Registration Rights Agreement; and (3) immediately after such transaction no Default or Event of Default exists; and (4) such Guarantor from its Obligations under its Guarantee pursuant shall have delivered to this Article 10the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the a Co-Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the such Co-Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition Any Guarantee of the Capital Stock of Notes by a Guarantor (other than the Company) by the Company in compliance with Section 4.16 any direct or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary indirect parent entity of the Company Issuer) shall be automatically and unconditionally released and discharged: (B1) in a transaction following which connection with any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the applicable Guarantor is no longer a Restricted assets of that Subsidiary or (ii) the liquidation or dissolution of any Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) Parent, any of its Subsidiaries or an Affiliate of Parent or any of its Subsidiaries; (2) in connection with any sale or other than the Companydisposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Parent, any of its Subsidiaries or an Affiliate of Parent or any of its Subsidiaries; (3) upon Legal Defeasance under Section 1302 hereof or Covenant Defeasance under Section 1303 hereof; (4) upon satisfaction and discharge of this Indenture in accordance with this Indenture, such Guarantor’s Guarantee Section 401; (5) in connection with an enforcement sale pursuant to this Article 10 shall be released, the terms of the Intercreditor Agreement; or (6) upon the full and such Guarantor shall be deemed released from final payment and performance of all Obligations obligations of the Issuer under this Indenture and the Securities without any further action required on the part Notes. (b) Any Guarantee of the Trustee Notes by any direct or any Holder. Any Guarantor not so indirect parent entity of the Issuer (including Parent, Cable & Wireless Limited and Sable Holding Limited) shall be automatically and unconditionally released and discharged: (1) upon Legal Defeasance under Section 1302 hereof or the entity surviving such Guarantor, as applicable, shall remain or be liable Covenant Defeasance under its Guarantee as provided in this Article 10. Concurrently with the defeasance or Section 1303 hereof; (2) upon satisfaction and discharge of this Indenture in accordance with Section 401; or (3) upon the Securities under Article 8 hereof, full and final payment and performance of all obligations of the Guarantors shall be released from all of their obligations Issuer under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofNotes. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. Any Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged: (a1) Upon upon any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5such Guarantor, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following after which the applicable such Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation all or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from substantially all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving assets of such Guarantor, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture; (2) (i) upon the release or discharge of the guarantee by such Guarantor with respect to the Senior Credit Facilities, (ii) upon the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee or (iii) in the case of a Note Guarantee created pursuant to clause (ii) under Section 10.15, upon a reduction in aggregate principal amount of the Indebtedness that resulted in such Note Guarantee to $75.0 million or less, except (A) in the case of clauses (i) and (ii), a discharge or release by or as applicablea result of payment under such guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release) and (B) in all cases, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with if at the defeasance or satisfaction time of the release and discharge of the Securities under Article 8 hereofsuch Note Guarantee, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also would be released from all Obligations under this Indenture and required to guarantee the Securities (x)Notes pursuant to Section 10.15; (13) if upon the designation of such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; (z4) upon the Issuer exercises its Legal Defeasance Issuer’s exercise of the legal defeasance option or Covenant Defeasance covenant defeasance option as described in under Section 8.02 13.02 or Section 13.03 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.of this Indenture; (b5) The Trustee shall deliver an appropriate instrument evidencing upon the release of a Guarantor upon receipt of a request by the Issuer merger, amalgamation or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release consolidation of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 with and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor; (6) upon the occurrence of a Covenant Suspension Event; provided that (i) such Note Guarantee shall prevent not be released pursuant to this clause (6) for so long as such Guarantor is an obligor with respect to any sale or conveyance Indebtedness under the Senior Credit Facilities and (ii) in the case of a Covenant Suspension Event, such Note Guarantee shall be reinstated upon the occurrence of the property Reversion Date ; or (7) as described under Section 9.02 or in accordance with the provisions of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEqual Priority Intercreditor Agreement.

Release of a Guarantor. (a) Upon (i) In the event of a sale or other transfer or disposition of all of the Capital Stock of a Interests in any Guarantor (other than the Companyor its holding company) by to any Person that is not an Affiliate of the Company in compliance with Section 4.16 the terms of this Indenture, or in the consolidation event all or merger substantially all the assets or Capital Interests of a Guarantor with are sold or into any otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary terms of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor ) shall be deemed automatically and unconditionally released from all Obligations and discharged of any obligations under this Indenture and the Securities its Note Guarantee without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also Guarantor shall be deemed automatically and unconditionally released and such Guarantor will also be released from all Obligations discharged of any obligations under this Indenture and its Note Guarantee without any further action on the Securities (x)part of the Trustee or any Holder: (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a designates any Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; or (z2) upon the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if discharge of the Issuer’s obligations under this Indenture are discharged Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the terms hereof.Notes pursuant to this Indenture; (b3) The Trustee upon the achievement of Investment Grade Status by the Notes, provided that such Note Guarantee shall deliver an appropriate instrument evidencing be reinstated upon any Reversion Date; (4) in the case of a Note Guarantee provided by a Guarantor as a result of its guarantee of Non-Funding Debt of the Company or a Guarantor, upon the release, termination or satisfaction of all Debt of such Guarantor giving rise to the obligation of the Company to cause such Guarantor to guarantee the Notes pursuant to Section 4.15 hereof; (5) upon such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment by the Company of any Non-Funding Debt of the Company under all loan facilities and debt securities of the Company. At the written request of the Company, any such release and discharge or any other release of a Guarantor upon receipt of Note Guarantee shall be evidenced by a request supplemental indenture executed by the Issuer or such Guarantor accompanied by an Officer’s Certificate of Company and the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTrustee.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms of the Guaranty), a Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12 or disposition Section 9.1(h); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12 or Section 9.1; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a release; (iv) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Gables Group has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor (other than or that all of the Company) by the Company assets of such Guarantor will be disposed of in compliance with Section 4.16 the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the applicable members of the Gables Group in connection with such disposition, (B) such Guarantor will be the borrower with respect to Secured Indebtedness permitted under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the consolidation Gables Group has contributed or merger simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Guarantor with or into any Person Subsidiary which is not a Wholly Owned Subsidiary in compliance with Article 5, in each case, (A) other than the terms of this Agreement. Delivery by the Borrower to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release giving of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 request and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates date of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release effectiveness of such Guarantor from its Obligations under its Guarantee pursuant request) are true and correct with respect to this Article 10such request. Except as set forth in Articles 4 Notwithstanding the foregoing, the foregoing provisions shall not apply to GBP or General Partner, which may only be released upon the written approval of Agent and 5 and this Section 10.04, nothing contained in this Indenture or in any all of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorLenders.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.16, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon: (aA) Upon in the case of a Guarantor that is a Subsidiary of the Issuer, any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (i) the sale or disposition of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 including any sale, exchange or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5transfer), in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of the liquidation assets of such Guarantor to a Person that is not the Issuer or dissolution a Restricted Subsidiary, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture; (B) (i) the release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to each of the Senior Credit Facilities, (ii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee or (iii) having the status, at any time, assuming such was not then a Guarantor (other than the Company) in accordance with under this Indenture, such Guarantor’s Guarantee Guarantor would not have been required to guarantee the Notes pursuant to this Article 10 shall be releasedSection 10.15, except, in the case of clauses (i) and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition(ii), a Guarantor’s Guarantee will also be released and discharge or release by or as a result of payment under such Guarantor will also be released from all Obligations under this Indenture and the Securities guarantee or direct obligation (xit being understood that a release subject to a contingent reinstatement is still a release); (1C) if such in the case of a Guarantor that is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the CompanyIssuer, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a the designation of any Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; (zD) the Issuer exercises exercising its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 under Article Thirteen or if the Issuer’s obligations under this Indenture are being discharged in accordance with the terms hereof.of this Indenture; (bE) The Trustee shall deliver an appropriate instrument evidencing the release merger, amalgamation or consolidation of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or shall prevent any sale consolidation, or conveyance of upon the property liquidation of a Guarantor as an entirety or substantially as an entirety following the transfer of all of its assets to the Issuer or another Guarantor; or (F) the occurrence of a Covenant Suspension Event; provided that (i) such Guarantee shall not be released pursuant to this clause (F) for so long as such Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities and (ii) such Guarantee shall be reinstated upon the occurrence of the Reversion Date. If the Issuer or any Guarantor requires and requests that the Trustee and/or the Notes Collateral Agent, as the case may be, execute and deliver an instrument evidencing a release or discharge of a Guarantor, the Issuer shall provide an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent to such release or discharge have been satisfied and that such release or discharge is authorized or permitted by the terms of this Indenture.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution The Guarantee of any Guarantor (and of any other than the Company) in accordance with this Indenture, Guarantor which is a Subsidiary of such Guarantor’s Guarantee pursuant ), other than, with respect to this Article 10 shall items 1, 2, 3 and 5 below, the Parent, will be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x): (1i) if in the event that all the Capital Stock of such Guarantor is released from any and all guarantees of Indebtedness sold to a Person or Persons that are not Affiliates of the Issuer and pursuant to an enforcement of the Company and security over the Capital Stock of such Guarantor under the applicable security agreements securing Obligations under the Credit Facilities, immediately upon the sale of the Capital Stock of such Guarantor so long as such Guarantor is simultaneously unconditionally released from its guarantee obligations in respect of the Credit Facilities (2other than as a result of payment under such guarantee); (ii) if no Default or Event of Default exists or would exist under this Indenture, concurrently with any other sale or disposition (by merger or otherwise) of such Guarantor will remain (other than a transaction subject to the provisions of Section 5.1 or 11.2) in compliance with the terms of this Indenture, by the Parent or any Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary Parent to any Person that is not a Guarantor an Affiliate of the Securities on the date Parent or any Restricted Subsidiary of the proposed Parent, so long as (a) such Guarantor is simultaneously unconditionally released from its guarantee obligations in respect of the Credit Facilities (other than as a result of payment under such guarantee) and (b) the proceeds from such sale or disposition are used for the purposes permitted by Section 4.16; (iii) in the event that the lenders under the Credit Facilities release such Guarantor from its guarantee obligations under the Credit Facilities (other than as a result of payment under such Guarantor’s Guarantee, guarantee); (yiv) if upon Legal Defeasance or Covenant Defeasance; or (v) when the Company Parent designates such Guarantor to be as an Unrestricted Subsidiary of the Parent in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance compliance with the terms hereof. (b) of this Indenture. The Trustee shall shall, at the sole cost and expense of the Issuer, and upon receipt at the request of the Trustee of an Opinion of Counsel from the Issuer that the provisions of this Section 11.4 have been complied with, deliver an appropriate instrument evidencing the such release of a Guarantor upon receipt of a request by the an Issuer or such Guarantor Order accompanied by an Officer’s Officers' Certificate of from the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor11.4.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or a Restricted Subsidiary of the Company in compliance with Section 4.16 a transaction permitted under this Indenture or upon the consolidation or merger of a Guarantor with or into any Person person in compliance with Article 5, Eight (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Guarantor is no longer or a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this IndentureSubsidiary), such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and the Securities Article Thirteen without any 139 further action required on the part of the Trustee or any Holder; provided, however, that each such Guarantor is sold or disposed of in accordance with this Indenture. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a Company Order or request of such Guarantor accompanied by an Officer's Certificate and an Opinion of Counsel certifying as to the compliance with this Section 13.03. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the IssuerThirteen. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to under this Article 10Thirteen. Except as set forth in Articles 4 Article Eight and 5 Article Ten and this Section 10.0413.03, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.15, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be automatically discharged and released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically discharged and released from all Obligations obligations under this Indenture and the Securities Article Ten without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofTen. (b) The In connection with any transaction set forth in Section 10.04(a), the Trustee shall deliver receive an appropriate instrument evidencing the release Officers' Certificate and an opinion of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel counsel certifying as to the compliance with this Section 10.04; provided PROVIDED, HOWEVER, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10Ten. Except as set forth in Articles 4 Four and 5 Five and this Section 10.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock Stock, or all or substantially all of the assets, of a Guarantor (other than the Company) by the Company or one or more Restricted Subsidiaries of the Company in compliance a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16 and the Guarantor is released from all of its obligations under the Credit Agreement, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Wholly-Owned Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Subsidiary), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.14, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically and unconditionally released from all Obligations obligations under this Indenture and the Securities Article Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Guarantor is sold or disposed of in accordance with this Indenture. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofTwelve. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; 12.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerOfficers' Certificates. 132 - 124 - The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10Twelve. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0412.04, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a A Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their its obligations under its Guarantee and this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)Indenture: (1) if in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor is released from any and all guarantees of Indebtedness of then held by the Issuer and the Company and Restricted Subsidiaries; (2) if such Guarantor will remain is designated as an Unrestricted Subsidiary or otherwise ceases to be a Subsidiary Restricted Subsidiary, in each case in accordance with the provisions of the Companythis Indenture, upon effectiveness of such designation or when it has no first ceases to be a Restricted Subsidiary, respectively; or (3) if such Guarantor shall not guarantee any Indebtedness or other outstanding Indebtedness Obligation under any Credit Agreement (other than if such Guarantor no longer guarantees any Indebtedness which could or other Obligation under such Credit Agreement as a result of payment under any guarantee of any such Indebtedness or other Obligation by such Guarantor); provided, however, that a Guarantor shall not be permitted to be released from its Guarantee if it is an obligor with respect to any Indebtedness or other Obligation that would not, under Section 4.07, be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer11.04. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. The Note Guarantee of a Guarantor will be automatically and unconditionally released: (a) Upon (i) in the event of a sale or disposition other transfer (including by way of the consolidation or merger) of Capital Stock of a Interests in such Guarantor (other than the Company) by the Company in compliance with Section 4.16 4.10 following which such Guarantor ceases to be a Subsidiary; (b) in connection with any sale, disposition or transfer of all or substantially all of the assets of such Guarantor (including by way of consolidation or merger of merger) to a Guarantor with Person that is not (either before or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company Issuer or a Restricted Subsidiary of the Company and (B) in a transaction following which Issuer, if the applicable Guarantor is no longer a Restricted Subsidiary sale, disposition or (ii) transfer does not violate Sections 4.10, 5.1 or 11.5, including the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part application of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such GuarantorNet Proceeds therefrom; provided, as applicablehowever, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if that such Guarantor is released from any its obligations as a borrower, its guarantees, if any, of, and all guarantees of Indebtedness pledges and security, if any, granted in connection with, any Credit Facility and any other Debt of the Issuer and the Company and (2) if such Guarantor will remain a or any Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of Issuer; (c) upon the Securities on the date of the proposed release designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.4.18; (bd) The Trustee shall deliver an appropriate instrument evidencing the release of upon a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations as a borrower, its guarantee of, and all pledges and security interest, if any, granted under its Guarantee pursuant the ABL Credit Agreement in connection with an enforcement action by the collateral agent under the ABL Credit Agreement; provided that (x) prior to this Article 10. Except as set forth in Articles 4 such release, such Guarantor is also a guarantor or borrower under the ABL Credit Agreement and 5 and this Section 10.04(y) after giving effect to such release, nothing contained in this Indenture such Guarantor will not guarantee any Debt of the Issuer or in any of its Restricted Subsidiaries nor be obligated as a co-borrower for any Debt of the Securities shall prevent Issuer; (e) in connection with a Discharge, legal defeasance or covenant defeasance in compliance with Article VIII. Upon any consolidation or merger release of a Guarantor with or into from its Note Guarantee, such Guarantor shall be automatically and unconditionally released from its obligations under the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSecurity Documents.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the assets or all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, (in each case, (A) other than to the Company or a Restricted Subsidiary Related Person of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance compliance with this IndentureSection 5.01, such or upon the designation of a Subsidiary as an Unrestricted Subsidiary which has been designated by the Company as a Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations under this Indenture and the Securities Article 10 without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving , and all Obligations of such Guarantor, as applicableif any, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge respect of any Indebtedness of the Securities under Article 8 hereofCompany shall also terminate upon such transaction; PROVIDED, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In additionHOWEVER, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if that 57 each such Guarantor is released from any and all guarantees sold or disposed of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 4.15 and Section 5.01 hereof, respectively; PROVIDED, FURTHER, that the definition foregoing proviso shall not apply to the sale or disposition of “Unrestricted Subsidiary” or (z) a Guarantor in a foreclosure to the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance extent that such proviso would be inconsistent with the terms hereofrequirements of any Uniform Commercial Code. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by of the Issuer or such Guarantor Company accompanied by an Officer’s 's Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; . Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Guarantee as provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuerin this Article 10. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. The Note Guarantee of a Guarantor will be automatically and unconditionally released: (a) Upon (i) in the event of a sale or disposition other transfer (including by way of the consolidation or merger) of Capital Stock of a Interests in such Guarantor (other than the Company) by the Company in compliance with Section 4.16 4.10 following which such Guarantor ceases to be a Subsidiary; (b) in connection with any sale, disposition or transfer of all or substantially all of the assets of such Guarantor (including by way of consolidation or merger of merger) to a Guarantor with Person that is not (either before or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company Stage I Issuer or a Restricted Subsidiary of the Company and (B) in a transaction following which Stage I Issuer, if the applicable Guarantor is no longer a Restricted Subsidiary sale, disposition or (ii) transfer does not violate Sections 4.10, 5.1 or 11.5, including the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part application of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such GuarantorNet Proceeds therefrom; provided, as applicablehowever, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if that such Guarantor is released from any its obligations as a borrower, its guarantees, if any, of, and all guarantees of Indebtedness pledges and security, if any, granted in connection with, any Credit Facility and any other Debt of the Stage I Issuer and the Company and (2) if such Guarantor will remain a or any Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of Stage I Issuer; (c) upon the Securities on the date of the proposed release designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.4.18; (bd) The Trustee shall deliver an appropriate instrument evidencing the release of upon a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations as a borrower, its guarantee of, and all pledges and security interest, if any, granted under its Guarantee pursuant the ABL Credit Agreement in connection with an enforcement action by the collateral agent under the ABL Credit Agreement; provided that (x) prior to this Article 10. Except as set forth in Articles 4 such release, such Guarantor is also a guarantor or borrower under the ABL Credit Agreement and 5 and this Section 10.04(y) after giving effect to such release, nothing contained in this Indenture such Guarantor will not guarantee any indebtedness of the Stage I Issuer or in any of its Restricted Subsidiaries nor be obligated as a co-borrower for any indebtedness of the Securities shall prevent Stage I Issuer; (e) in connection with a Discharge, legal defeasance or covenant defeasance in compliance with Article VIII. Upon any consolidation or merger release of a Guarantor with or into from its Note Guarantee, such Guarantor shall be automatically and unconditionally released from its obligations under the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorSecurity Documents.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a A Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their its obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)its Notes Guarantee: (1) if in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor is released from any and all guarantees of Indebtedness of then held by the Issuer and the Company and Restricted Subsidiaries; (2) if such Guarantor will remain is designated as an Unrestricted Subsidiary or otherwise ceases to be a Subsidiary Guarantor, in each case in accordance with the provisions of the Companythis Indenture, upon effectiveness of such designation or when it has no other outstanding first ceases to be a Restricted Subsidiary, respectively; or (3) if such Guarantor shall not guarantee or incur any Indebtedness under any Credit Facility (other than if such Guarantor no longer guarantees any Indebtedness which could under any Credit Facility as a result of payment under any guarantee of any such Indebtedness by such Guarantor); provided that a Guarantor shall not be permitted to be released from its Note Guarantee if it is an obligor with respect to Indebtedness that would not, under Section 4.10, be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10Issuers. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer Issuers or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Issuers or another Guarantor.

Release of a Guarantor. (a) Upon (i) If all or substantially all of the sale assets of any Guarantor other than Hovnanian or disposition all of the Capital Stock of any Guarantor other than Hovnanian is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by Hovnanian or any of its Subsidiaries, or, unless Hovnanian elects otherwise, if any Guarantor other than Hovnanian is designated an Unrestricted Subsidiary in accordance with the terms of this Agreement, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary) 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 Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Guarantee without any further action on the part of the Administrative Agent, the Issuing Bank or any Lender. (b) Upon the release of the guarantee by a Guarantor other than Hovnanian under all then outstanding Applicable Debt, the Guarantee of such Guarantor under this Agreement will be released and discharged, and no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor. In the event that any such released Guarantor thereafter guarantees any Applicable Debt (or if any released guarantee under any Applicable Debt is reinstated or renewed), then any such released Guarantor and any other Restricted Subsidiary of Hovnanian then existing (other than the CompanyRestricted Subsidiaries excluded from the definition of “Guarantor”) by will Guarantee the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary obligations of the Company under the Loan Documents on the terms and conditions set forth in this Article VI. For purposes of this clause (B) in b), Applicable Debt secured by a transaction following which the applicable Guarantor is no longer a Lien on such Restricted Subsidiary’s Property or issued by such Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and deemed guaranteed by such Restricted Subsidiary. (c) An Unrestricted Subsidiary that is a Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and its Guarantee upon notice from Hovnanian to the Securities Administrative Agent to such effect, without any further action required on the part of the Trustee Administrative Agent, the Issuing Bank or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofLender. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 11 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 1011. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 1011. Except as set forth in Articles 4 and 5 and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of after giving effect to such transaction) a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which Company, if the applicable Guarantor is no longer a Restricted Subsidiary or sale complies with Section 4.10 hereof; (ii) if the liquidation or dissolution of Company designates any Restricted Subsidiary that is a Guarantor (other than the Company) as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee ; (iii) upon Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations Notes as permitted under this Indenture and Indenture; (iv) upon the Securities. In addition, release or termination (other than a termination or release resulting from the payment thereon) of such Guarantor’s Guarantee will also be released and such Guarantor will also be released from of (a) all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and Company or any Guarantor under any Credit Facility (other than any Credit Facility relating to any Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities) and (2b) if such all Indebtedness of the Company or any Guarantor will remain evidenced by bonds, notes or other debt securities in an aggregate principal amount of $100.0 million or more; or (v) upon the applicable Guarantor ceasing to be a Subsidiary of the Company, it has no Company as a result of any foreclosure of any pledge or security interest securing the Notes or other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor exercise of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary remedies in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged respect thereof in accordance with the terms hereofFirst Lien Intercreditor Agreement, in which case such Guarantor or the entity acquiring the property (in the event of a sale or other disposition of all of the assets of the Guarantor) will be released and relieved of any obligations under its Note Guarantee, except in the event of a sale or other disposition to the Company or any other Guarantor. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 10.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTen.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or other disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of if the Securities on the date of the proposed release of such Guarantor’s Guarantee, sale complies with Section 4.10 hereof; (yii) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; (ziii) the Issuer exercises its upon Legal Defeasance option or Covenant Defeasance option or satisfaction and discharge of the Notes as described in Section 8.02 or if the Issuer’s obligations permitted under this Indenture are discharged Indenture; or (iv) upon the release or termination (other than a termination or release resulting from the payment thereon) of such Guarantor’s Guarantee, if any, of (a) all Indebtedness of the Company or any Guarantor under any Credit Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in accordance with the terms hereofan aggregate principal amount of $100 million or more. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 10.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest and Liquidated Damage, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTen.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company) by the Company in compliance with Section 4.16 , or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this IndentureNote Agreement, such Guarantor’s 's Guarantee pursuant to this Article 10 shall be released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed released from all Obligations under this Indenture Note Agreement and the Securities without any further action required on the part of the Trustee Company or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the SecuritiesNine. In addition, a Guarantor’s 's Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture Note Agreement and the Securities (x) (1) if such Guarantor is released from any and all guarantees of other Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee Holders shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, 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 Officer’s Certificates of the Issuer9.04. The Trustee Holders shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Nine. Except as set forth in Articles 4 Four and 5 Five and this Section 10.049.04, nothing contained in this Indenture Note Agreement or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or other disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (Aafter giving effect to such transaction) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of if the Securities on the date of the proposed release of such Guarantor’s Guarantee, sale complies with Section 4.10 hereof; (yii) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or this Indenture; (ziii) the Issuer exercises its upon Legal Defeasance option or Covenant Defeasance option or satisfaction and discharge of the Notes as described in Section 8.02 or if the Issuer’s obligations permitted under this Indenture are discharged Indenture; or (iv) upon the release or termination (other than a termination or release resulting from the payment thereon) of such Guarantor’s Guarantee, if any, of (a) all Indebtedness of the Company or any Guarantor under any Credit Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in accordance with the terms hereofan aggregate principal amount of $100 million or more. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 10.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTen.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.16, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Company or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal -------- ------- counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guaranty and its obligations under this Indenture in the event of: (1) any sale, exchange or transfer, to any Person that is not a Subsidiary of ESH REIT of Capital Stock held by ESH REIT in, or all or substantially all the assets of, or any merger of consolidation involving such Subsidiary Guarantor (which sale, exchange, merger or transfer is not prohibited by this Indenture) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no longer constitute a Subsidiary of ESH REIT, (2) the merger or consolidation of a Subsidiary Guarantor with (a) Upon ESH REIT or (ib) any other Subsidiary Guarantor (provided that the surviving entity remains or becomes a Subsidiary Guarantor), (3) ESH REIT properly designating any Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture, (4) the sale Legal Defeasance or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all this Indenture, (5) a liquidation or dissolution of their obligations a Subsidiary Guarantor permitted under this Indenture and the Securities. In additionIndenture, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)or (16) if such Guarantor is released from any and all guarantees of Indebtedness the release or discharge of the Issuer Guarantee or Indebtedness that resulted in the creation of such Subsidiary Guaranty and the Company and (2) if any other Guarantee by such Guarantor will remain a Subsidiary of the Companyany Credit Facility, it has no other outstanding Indebtedness other than Indebtedness which could be incurred except a discharge or release by or as a Restricted Subsidiary that is not a Guarantor result of the Securities on the date of the proposed release of payment under such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) . The Trustee shall deliver may execute an appropriate instrument prepared by ESH REIT evidencing the release of a Guarantor from its obligations under its Guaranty and this Indenture upon receipt of a request by the Issuer ESH REIT or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the IssuerESH REIT. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order Subject to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04V hereof, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer ESH REIT (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer ESH REIT or another Guarantor.

Release of a Guarantor. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: (a) Upon (i) upon the sale or other disposition (including by way of merger or consolidation), of all of the Capital Stock of a such Subsidiary Guarantor (other than or of all or substantially all of the Company) by the Company in compliance with Section 4.16 or the consolidation or merger assets of a Guarantor with or into any Person in compliance with Article 5such Subsidiary Guarantor, in each case, to any Person that is not (Aeither before or after giving effect to any such transaction) other than to the Company Parent or a Restricted Subsidiary Subsidiary; provided that such sale or other disposition is not in violation of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and ; (b) upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part as a guarantor or borrower in respect of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company Senior Secured Credit Facilities and (2) if such Guarantor will remain any other Indebtedness which resulted in the obligation to guarantee the Notes, except, in each case, as a Subsidiary result of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release payment under or termination or repayment of such Guarantor’s Guarantee, Indebtedness as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; (yc) if the Company Parent designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and this Indenture; (d) upon the definition applicable Guarantor ceasing to be a Subsidiary pursuant to the terms of “Unrestricted Subsidiary” or this Indenture; or (ze) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under upon legal defeasance of this Indenture are discharged Indenture, covenant defeasance in accordance with this Indenture or the terms hereof. (b) discharge of the Notes in accordance with this Indenture. The Trustee shall deliver execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Subsidiary Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Release of a Guarantor. (a) Upon If no Default or Event of Default exists and is continuing, the obligations of any Guarantor under its Guarantee of the Notes will be automatically and unconditionally released and discharged when any of the following occurs: (i1) the sale a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of all of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into to any Person in compliance with Article 5, in each case, (A) other than to the Company or that is not a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor Company; provided that such sale, exchange, transfer or other disposition is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) made in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part provisions of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)Indenture; (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor will remain to any Person that is not a Restricted Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred or an issuance by a Restricted Subsidiary that is not a such Guarantor of the Securities on the date its Capital Stock, in each case as a result of which such Guarantor ceases to be a majority-owned Subsidiary of the proposed release Company; provided that such transaction is made in accordance with the provisions of the Indenture; (3) such Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such Guarantee was executed pursuant to clause (1) of the covenant described under the Section 4.19 hereof; (4) the designation of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” or the Indenture; or (z5) the Issuer exercises its occurrence of Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofIndenture. (b) The In connection with any transaction set forth Section 11.04(a) above, the Trustee shall deliver receive an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Officers’ Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.04; provided provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Notes and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorEleven.

Release of a Guarantor. The Guarantee of any Guarantor other than Parent will be automatically and unconditionally released upon the occurrence of any of the following: (a1) Upon in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (ieither before or after giving effect to such transaction) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company Issuer or a Restricted Subsidiary of the Company and Issuer, if the sale or other disposition does not violate Section 10.16 hereof; (B2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a transaction following which Person that is not (either before or after giving effect to such transaction) the applicable Guarantor is no longer Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 10.16 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of the sale or other disposition; (ii3) if the liquidation or dissolution of Issuer designates any Restricted Subsidiary that is a Guarantor (other than the Company) to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. ; or (4) Concurrently with the defeasance or satisfaction and discharge of the Securities Notes under Article 8 Section 4.01, the Legal Defeasance of the Notes under Section 13.02 hereof, or the Covenant Defeasance of the Notes under Section 13.03 hereof, the Guarantors shall be released from all of their obligations under their Guarantees under this Indenture and Article 12. (5) if such Guarantee was created pursuant to the Securitiesprovisions set forth in the second paragraph of Section 10.14, upon the release or discharge of the guarantee by such Guarantor of Indebtedness that resulted in the creation of such Guarantee, except a release or discharge by or as a result of payment under such guarantee. In additionAny direct or indirect parent of the Issuer may Guarantee the Notes on or after the Issue Date, a Guarantor’s Guarantee will also but no value should be released assigned to such Guarantee, and such Guarantor will also not be released from all Obligations under subject to the covenants of this Indenture and such Guarantee may be released at any time, including the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of Guarantee by Parent. Upon the Issuer and Issue Date, the Company and (2) if such Guarantor Notes will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred unconditionally guaranteed by a Restricted Subsidiary that is Parent. Parent will not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as subject 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained covenants in this Indenture or in and no value should be assigned to such Guarantee. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor (including the Guarantee of the Securities shall prevent any consolidation or merger of Parent) that was not obligated to become a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety pursuant to the Issuer or another Guarantorterms of this Indenture.

Release of a Guarantor. (a) Upon (i) If no Default or Event of Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company or any Restricted Subsidiary of the Company, in compliance a transaction or series of related transactions that either (i) does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16 4.18, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Subsidiary Guarantee pursuant to this Article 10 shall will be released, automatically discharged and such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article 10. Concurrently with Eleven. (b) With respect to any Subsidiary Guarantee executed and delivered solely pursuant to Section 4.15, such Subsidiary Guaranty will be automatically discharged and the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors Guarantor party thereto shall be released from all of their obligations under this Indenture and Article Eleven without any further action on the Securities. In additionpart of the Trustee or any Holder upon (i) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee under such Section 4.15, except a Guarantor’s discharge or release by or as a result of payment under such Guarantee will also be released and or (ii) the designation of such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.03 and the definition provisions of “Unrestricted Subsidiary” this Indenture. Any Guarantor not so released or (z) the Issuer exercises entity surviving such Guarantor, as applicable, shall remain or be liable under its Legal Defeasance option or Covenant Defeasance option Subsidiary Guarantee as described provided in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofArticle Eleven. (bc) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer Issuers or such Guarantor accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.4; provided provided, however, that -------- ------- the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the IssuerCompany. The Trustee shall execute any documents reasonably requested by the Issuer Issuers or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Subsidiary Guarantee pursuant to endorsed on the Securities and under this Article 10Eleven. Except as set forth in Articles 4 Four and 5 Five and this Section 10.0411.4, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the either Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the either Issuer or another Guarantor.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of after giving effect to such transaction) a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which Company, if the applicable Guarantor is no longer a Restricted Subsidiary or sale complies with Section 4.10 hereof; (ii) if the liquidation or dissolution of Company designates any Restricted Subsidiary that is a Guarantor (other than the Company) as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee ; (iii) upon Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations Notes as permitted under this Indenture and Indenture; or (iv) upon the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities release or termination (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of termination or release resulting from the Securities on the date of the proposed release payment thereon) of such Guarantor’s Guarantee, Guarantee of (ya) if all Indebtedness of the Company designates such or any Guarantor under any Credit Facility (other than any Credit Facility relating to be any Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities) and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in an Unrestricted Subsidiary in accordance with Section 4.03 and the definition aggregate principal amount of “Unrestricted Subsidiary” $100.0 million or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofmore. (b) The Upon delivery by the Company to the Trustee shall deliver of an appropriate instrument evidencing Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with under this Section 10.04; provided 10.05 have been met, the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its Obligations obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee pursuant to shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another GuarantorTen.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the assets or all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture), such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and the Securities Article 10 without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving , if all obligations of such Guarantor, as applicableif any, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge respect of any Indebtedness of the Securities under Article 8 hereofCompany shall also terminate upon such transaction; PROVIDED, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In additionHOWEVER, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if that each such Guarantor is released from any and all guarantees sold or disposed of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and 4.15 hereof; PROVIDED, FURTHER, that the definition foregoing proviso shall not apply to the sale or disposition of “Unrestricted Subsidiary” or (z) a Guarantor in a foreclosure to the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance extent that such proviso would be inconsistent with the terms hereofrequirements of the Uniform Commercial Code. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by of the Issuer or such Guarantor Company accompanied by an Officer’s Officers' Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; . Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Guarantee as provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuerin this Article 10. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations obligations under its Guarantee pursuant to endorsed on the Securities and under this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer Company or another Guarantor.

Release of a Guarantor. The Note Guarantee of a Guarantor and its obligations under the Note Documents will be automatically and unconditionally released: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (iincluding by way of merger, consolidation, amalgamation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company Issuer or a Restricted Subsidiary of the Company and Issuer, if the sale or other disposition does not violate Section 4.10 or Section 5.1; (Bb) in connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a transaction following which Person that is not (either before or after giving effect to such transaction) the applicable Guarantor is no longer Issuer or a Restricted Subsidiary of the Issuer, if the sale, issuance or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture disposition does not violate Section 4.10 and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or ceases to be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness Restricted Subsidiary of the Issuer and the Company and (2) if such Guarantor will remain as a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release result of such Guarantor’s Guaranteesale, issuance or other disposition; (yc) if the Company Issuer designates such that Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition applicable provisions of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.Indenture; (bd) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by Trustee of an Officer’s Certificate certifying that such Guarantor has met the definition of an Excluded Subsidiary; (e) upon the release, discharge or termination of the Issuer andguarantee by, or direct obligations of, such Guarantor under the ABL Credit Facility, other than a release, discharge or termination by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligations; (f) upon written request, 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 Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations Note Guarantee with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX; or (g) upon legal defeasance, covenant defeasance or Discharge of this Indenture under Article VIII. . At the Issuer’s request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor11.6.