Common use of Release of a Subsidiary Guarantor Clause in Contracts

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock equity interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Company and the Restricted Subsidiaries; (iii2) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary”;, respectively; or (vi3) if any such Subsidiary Guarantor no longer guarantees Guarantees any Reference other Indebtedness of the Company or any Reference Restricted Subsidiary of the Company (except for Guarantees of other Indebtedness of the Company or any Restricted Subsidiary of the Company that are released contemporaneously with the release of such Subsidiary Guarantor is no longer outstandingGuarantor’s Note Guarantee); or (vii) the applicable Subsidiary ceasing to be provided that a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall not be permitted to be released from all 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 Subsidiary Guarantor. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company. Except as set forth in Articles Four and such Subsidiary Guarantee Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by either Issuer or a Restricted Subsidiary of such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article V (in each case, other than to either Issuer or an Affiliate of either Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 or in connection with any Legal Defeasance or satisfaction and be discharge of no further force or effect the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all XII without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article XII. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.4, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Issuer. The Trustee shall execute any such documents reasonably requested by the Issuer or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article XII. Except as set forth in Articles Four and Five and this Section 12.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to In the contrary in this Indentureevent of any sale, a Subsidiary Guarantee as exchange or transfer to any person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary Guarantor shall automatically terminate and be of no further force (which sale, exchange or effect and transfer is not prohibited by Section 801), then such Subsidiary Guarantor shall will be deemed to be automatically and unconditionally released and discharged from all of its obligations under this Article 10 upon: (i) a sale its Note Guarantee without any further action on the part of the Trustee or any holder of the Notes; PROVIDED that the Net Proceeds of such sale, transfer or other disposition are applied in accordance with Section 1016 to the extent required thereby. (b) Any Subsidiary Guarantor that is designated by the Board of all or substantially all Directors of the assets of any Company as an Unrestricted Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;Indenture may, at such time, at the option of the Board of Directors, be released and relieved of its obligations under its Note Guarantee. 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 Subsidiary Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Note Guarantee. (ivc) such Person Any Non-U.S. Restricted Subsidiary that is or becomes a Subsidiary Guarantor shall be released and relieved of its obligations under its Note Guarantee at the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating time such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness (other than the Notes) of the Company or any Reference Indebtedness of such U.S. Restricted Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary other than as a result of any foreclosure payment thereof). The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of any pledge a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 1308. (d) Concurrently with the defeasance of the Notes under Section 1202 hereof, or security interest securing Obligations the covenant defeasance of the Notes under Section 1203 hereof, the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically Guarantors shall be released from all their obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantortheir Note Guarantees under this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock equity interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Company and the Restricted Subsidiaries; (iii2) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary”;, respectively; or (vi3) if any such Subsidiary Guarantor no longer guarantees Guarantees any Reference other Indebtedness of the Company or any Reference Restricted Subsidiary of the Company (except for Guarantees of other Indebtedness (including Indebtedness under the Senior Credit Agreement) of the Company or any Restricted Subsidiary of the Company that are released contemporaneously with the release of such Subsidiary Guarantor is no longer outstandingGuarantor’s Note Guarantee); or (vii) the applicable Subsidiary ceasing to be provided that a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall not be permitted to be released from all 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 Subsidiary Guarantor. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company. Except as set forth in Articles Four and such Subsidiary Guarantee Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock equity interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Company and the Restricted Subsidiaries; (iii2) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary”;, respectively; or (vi3) if any such Subsidiary Guarantor no longer guarantees Guarantees any Reference other Indebtedness of the Company or any Reference Indebtedness Restricted Subsidiary of the Company (other than if such Subsidiary Guarantor is no longer outstanding; or (vii) Guarantees any other Indebtedness of the applicable Company or any Restricted Subsidiary ceasing to be a Subsidiary of the Company as a result of payment under any foreclosure Guarantee of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, such Indebtedness by any Subsidiary Guarantor); provided that a Subsidiary Guarantor will automatically shall not be permitted to be released from all its Note Guarantee if it is an obligor with respect to Indebtedness that would not, under the Section 4.10, be permitted to be Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company. Except as set forth in Articles Four and such Subsidiary Guarantee Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to If no Default exists or would exist under this Agreement, upon the contrary in this Indenture, a Subsidiary Guarantee as to sale or disposition of all of the Capital Stock of any Subsidiary Guarantor shall automatically terminate by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 5.01(Q), or upon the consolidation or merger of any Subsidiary Guarantor with or into any person in compliance with Section 5.01(A) (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such the Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:VIIA without any further action required on the part of the Administrative Agent or any Lender; provided, however, that such Subsidiary Guarantor is sold or disposed of in accordance with this Agreement. (ib) a sale or other disposition of all or substantially all The Administrative Agent shall deliver an appropriate instrument evidencing the release of the assets Subsidiary Guarantor upon receipt of any a request of the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 7A.03. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article VIIA. (iic) a sale The Administrative Agent shall execute any documents reasonably requested by the Company or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee and under this Article VIIA. (d) Except as set forth in Article V and this Section 7A.03, and such Subsidiary Guarantee nothing contained in this Agreement or in any of the Floating Rate Notes shall thereupon terminate and be discharged and of no further force and effect, upon the prevent any consolidation or merger or consolidation of any Subsidiary Guarantor with and or into an Issuer the Company or another shall prevent any sale or conveyance of the property of the Subsidiary Guarantor that is as an entirety or substantially as an entirety to the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary GuarantorCompany.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything In the event that each other holder of Indebtedness of the Company or of any of the Company's Subsidiaries of which a Subsidiary Guarantor has guaranteed the payment thereof unconditionally releases a Subsidiary Guarantor of all of its obligations under such guarantee pursuant to a written agreement in form and substance satisfactory to the contrary in this Indenture, Trustee (other than a Subsidiary Guarantee as to any release resulting from payment under such guarantee) such Subsidiary Guarantor shall be automatically terminate and unconditionally released from all obligations under its Subsidiary Guarantee, PROVIDED that a release of a Subsidiary Guarantor may only be obtained under the circumstances described in this sentence if an Officers' Certificate to that effect has been delivered to the Trustee. (b) In addition, except in the case where the prohibition on transfer in Section 5.1 is applicable, upon the sale or disposition of no further force all (but not less than all) of the Capital Stock of a Subsidiary Guarantor by the Company or effect and a Subsidiary of the Company, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person (in each case, other than to the Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:XI without any further action required on the part of the Trustee or any Holder, PROVIDED that each such Subsidiary Guarantor is sold or disposed of in accordance with Article V. (ic) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition Subsidiary Guarantor upon receipt of all or substantially all a request of the assets of any Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.4. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article XI. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Securities and under this Article XI. Except as set forth in Articles IV and V and this Section 11.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Securities shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, A Guarantee by a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor the Notes shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon: (i) (A) such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary of the Company in compliance with this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Subsidiary Guarantor (including by way of merger or consolidation) or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, or (B) the sale or other disposition in compliance with this Indenture of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any such Subsidiary Guarantor permitted ceasing to be a guarantor under this Indenturethe Term Loan Credit Agreement, except a discharge or release by or as a result of payment under such guarantee; (iii) the Issuers’ exercise of their the legal defeasance option as described or the covenant defeasance option under Section 8.04 9.02 or if the Issuers’ obligations of the Issuers under this Indenture are otherwise discharged in accordance with the terms of this Indenture;; or (iv) a release in accordance with Article 10; Upon the release of any Guarantor in accordance with this Indenture, the Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the release and stating that such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by release complies with the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such this Indenture. Each Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance may consolidate with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge merge into or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of sell its assets to an Issuer or another Subsidiary GuarantorGuarantor without limitation, or with other Persons upon the terms and conditions set forth in Section 6.01 of this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.06.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under its Note Guarantee and its obligations under this Article 10 uponIndenture: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock equity interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Company and the Subsidiaries; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi2) if any such Subsidiary Guarantor no longer guarantees Guarantees any Reference other Indebtedness of the Company or any Reference Subsidiary of the Company (except for Guarantees of other Indebtedness (including Indebtedness under the Senior Credit Agreement) of the Company or any Subsidiary of the Company that are released contemporaneously with the release of such Subsidiary Guarantor’s Note Guarantee); (3) if such Subsidiary Guarantor is no longer outstandingbecomes a Foreign Subsidiary, Receivables Subsidiary or Captive Insurance Subsidiary; or (vii4) upon the applicable Subsidiary ceasing to be Company exercising its Legal Defeasance or Covenant Defeasance option in accordance with Article Eight or the Company’s obligations under this Indenture being discharged in accordance with Article Eight. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05. Except as set forth in Articles Four and Five and this Section 11.05, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, The Subsidiary Guarantee of a Subsidiary Guarantee as to any Subsidiary Guarantor shall will automatically terminate and be released, all other obligations of no further force or effect such Subsidiary Guarantor under this Indenture will automatically terminate and such Subsidiary Guarantor shall will be deemed to be automatically released from its obligations under its Subsidiary Guarantee and discharged from all its other obligations under this Article 10 uponIndenture: (ia) in the event of a sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor, Guarantor (including by way of mergermerger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary, consolidation or otherwise permitted under this Indenture; (ii) a if the sale or other disposition does not violate the provisions of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms Article Eight of this Indenture; (ivb) such Person is in the parent holding company event of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms sale or other disposition (including through merger or consolidation) of such Qualified Real Estate Financing Facility; (v) the Issuers designating Capital Stock of such Subsidiary Guarantor to be an Unrestricted a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities sale or other exercise disposition, if the sale or other disposition does not violate the provisions of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and Section 10.11 of no further force and effect, this Indenture; (c) upon the merger satisfaction and discharge, Defeasance or consolidation Covenant Defeasance of any Subsidiary Guarantor the Notes in accordance with and into an Issuer Article Four or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or Article Thirteen of this Indenture; (d) upon the liquidation or dissolution of such Subsidiary Guarantor, provided (i) no default under this Indenture or Event of Default has occurred that is continuing; and (ii) any First Lien Collateral or Second Lien Collateral owned by such Subsidiary Guarantor following is transferred to the transfer Company or another Subsidiary Guarantor and pledged under the Security Documents; (e) upon the merger of all such Subsidiary Guarantor into, or the consolidation of its assets to an Issuer such Subsidiary Guarantor with the Company or another Subsidiary Guarantor; or (f) upon the sale, transfer or other disposition, or First Lien Collateral Property Release or Credit Facility Property Release, as applicable, of all of the First Lien Collateral Properties and Credit Facility Properties, in any case, that are owned directly or indirectly by such Subsidiary Guarantor pursuant to or in compliance with the terms of this Indenture. Notwithstanding anything to the contrary herein, the Subsidiary Guarantee of any Subsidiary Guarantor shall automatically terminate and be released, all other obligations of such Subsidiary Guarantor under this Indenture shall automatically terminate and such Subsidiary Guarantor shall be automatically released from its obligations under its Subsidiary Guarantee and its other obligations under this Indenture, pursuant to the terms of any applicable Intercreditor Agreement. At the request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions provided for in this Indenture to the release of a Subsidiary Guarantor from its Subsidiary Guarantee have been complied with (provided 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 Company), the Trustee shall execute and deliver any appropriate instruments evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any release pursuant to this Section 12.04).

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, The Subsidiary Guarantee of a Subsidiary Guarantee as to any Subsidiary Guarantor shall will automatically terminate and be released, all other obligations of no further force or effect such Subsidiary Guarantor under the Indenture will automatically terminate and such Subsidiary Guarantor shall will be deemed to be automatically released and discharged from all its obligations under this Article 10 uponits Subsidiary Guarantee and its other obligations under the Indenture: (ia) in the event of a sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise permitted under this Indentureconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary; (iib) in the event of a sale or other disposition (including through merger or consolidation) of all Capital Stock of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities sale or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any disposition; (c) upon such Subsidiary Guarantor will automatically be released from all obligations under its becoming an Excluded Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, or a Foreign Subsidiary; (d) upon the merger satisfaction and discharge, Defeasance or consolidation Covenant Defeasance of any Subsidiary Guarantor the Notes in accordance with and into an Issuer Article Four or another Subsidiary Guarantor that is Article Thirteen of the surviving Person in such merger or consolidation, or Base Indenture; (e) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default has occurred that is continuing; (f) upon the merger of such Subsidiary Guarantor following into, or the transfer consolidation of all of its assets to such Subsidiary Guarantor with, (a) a Subsidiary if the surviving or resulting entity is an Issuer Excluded Subsidiary or a Foreign Subsidiary or (b) the Company or another Subsidiary Guarantor; or (g) on and after the date on which (a) the Notes have received an Investment Grade Rating from both Rating Agencies and one of such Investment Grade Ratings is a Mid-BBB Investment Grade Rating, and (b) no Default or Event of Default has occurred and is continuing. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions provided for in this Supplemental Indenture to the release of a Subsidiary Guarantor from its Subsidiary Guarantee have been complied with (provided 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 Company), the Trustee shall execute and deliver an appropriate instrument evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any release pursuant to this Section 6.4).

Release of a Subsidiary Guarantor. (a) Notwithstanding anything The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the contrary in this Indentureterms hereof), a Subsidiary Guarantee Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any Subsidiary Guarantor shall automatically terminate and be of no further force Real Estate owned or effect and leased by such Subsidiary Guarantor shall be deemed to be released and discharged removed from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Subject Properties in accordance with §7.16 effective as of the terms date of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited release. Delivery by the terms Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Qualified Real Estate Financing Facility; (v) request and as of the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with date of the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness effectiveness of such Subsidiary Guarantor is no longer outstanding; or (viirequest) the applicable Subsidiary ceasing are true and correct with respect to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereofsuch request. Notwithstanding the foregoing, the foregoing provisions shall not apply to Parent, which may only be released upon the written approval of Agent and all of the Lenders. (b) Notwithstanding the terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from Borrower that Borrower and/or Parent has first obtained an Investment Grade Rating, then subject to the terms of this §5.3(b), each Subsidiary Guarantor which is not a Material Subsidiary shall no longer be required to be a Guarantor, and Agent shall promptly release each such Subsidiary Guarantor (other than any Subsidiary Guarantor will automatically which are a Material Subsidiary) from the Guaranty; provided, however that notwithstanding the foregoing, Agent shall not be obligated to release any Subsidiary Guarantor from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing. In the event that at any time after Borrower and/or Parent obtains an Investment Grade Rating, Borrower and Parent shall no longer have an Investment Grade Rating, Borrower and Parent shall within thirty (30) days after such occurrence cause all such Persons which are required to be a Subsidiary Guarantor pursuant to §5.2 (without regard to this §5.3(b)) but are not then Subsidiary Guarantors hereunder to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Subsidiary Guarantor. In no event shall the provisions of this §5.3(b) entitle Parent to be released from all obligations under its Subsidiary Guaranteethe Guaranty. For the avoidance of doubt, regardless of whether Borrower and/or Parent has an Investment Grade Rating, Borrower and such Subsidiary Guarantee Parent shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of required to cause any Subsidiary Guarantor with and into an Issuer or another of Parent and/or Borrower which at any time constitutes a Material Subsidiary to become a Subsidiary Guarantor that is by executing a Joinder Agreement and shall comply with the surviving Person in provisions of §5.2 as a condition to such merger Material Subsidiary becoming an obligor or consolidation, or upon the liquidation or dissolution guarantor of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantorother Recourse Indebtedness.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to If all or substantially all of the contrary in this Indenture, a Subsidiary Guarantee as to assets of any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and all (or a portion sufficient to cause such Subsidiary Guarantor shall to no longer be deemed to be released and discharged from a Subsidiary of the Company) of the Capital Stock of any Subsidiary Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless the Company elects otherwise, if any Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with the terms hereof, then such Subsidiary Guarantor (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the Capital Stock of such Subsidiary Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations hereunder without any further action on the part of the Trustee or any Holder of the Notes, subject in each case to compliance with Section 3.06 hereof. (b) The Trustee shall deliver an appropriate instrument or instruments evidencing the release of a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article Four upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 4.04. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation will remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article Four. (iic) The Trustee shall execute any other documents reasonably requested by the Company or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Four. (d) Except as set forth in Article Three hereof and this Section 4.04, and such Subsidiary Guarantee nothing contained in this Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, The Subsidiary Guarantee of a Subsidiary Guarantee as to any Subsidiary Guarantor shall will automatically terminate and be released, all other obligations of no further force or effect such Subsidiary Guarantor under this Indenture will automatically terminate and such Subsidiary Guarantor shall will be deemed to be automatically released from its obligations under its Subsidiary Guarantee and discharged from all its other obligations under this Article 10 uponIndenture: (ia) in the event of a sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor, Guarantor (including by way of mergermerger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary, consolidation or otherwise permitted under this Indenture; (ii) a if the sale or other disposition does not violate the provisions of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms Article Eight of this Indenture; (ivb) such Person is in the parent holding company event of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms sale or other disposition (including through merger or consolidation but excluding any JV Transaction) of such Qualified Real Estate Financing Facility; (v) the Issuers designating Capital Stock of such Subsidiary Guarantor to be an Unrestricted a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities sale or other exercise disposition, if the sale or other disposition does not violate the provisions of remedies Section 10.11 of this Indenture; (c) in respect thereof. Notwithstanding the foregoing, any event of a JV Transaction involving Capital Stock of or real property held by such Subsidiary Guarantor will automatically be released from all obligations under its or a Subsidiary Guaranteeof such Subsidiary Guarantor, if such JV Transaction does not violate the provisions of Section 10.11 of this Indenture and such Subsidiary Guarantee shall thereupon terminate and be discharged and of Guarantor holds no further force and effect, material assets other the residual interest resulting from such JV Transaction; (d) upon the merger satisfaction and discharge, Defeasance or consolidation Covenant Defeasance of any Subsidiary Guarantor the Notes in accordance with and into an Issuer Article Four or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or Article Thirteen of this Indenture; (e) upon the liquidation or dissolution of such Subsidiary Guarantor, provided (i) no default under this Indenture or Event of Default has occurred that is continuing; and (ii) any material assets owned by such Subsidiary Guarantor following are transferred to the Company or another Subsidiary Guarantor and, to the extent such assets constituted Collateral, are or will be pledged under the Security Documents; (f) upon any such Subsidiary becoming an Excluded Subsidiary; (g) upon the sale, transfer or other disposition, or First Lien Collateral Property Release or Second Lien Collateral Property Release, as applicable, of all of the First Lien Collateral Properties and Second Lien Collateral Properties, in any case, that are owned directly or indirectly by such First Lien Guarantor or Second Lien Guarantor, as applicable, pursuant to or in compliance with the terms of this Indenture; provided that such Subsidiary Guarantor has no other assets or property. Notwithstanding anything to the contrary herein, the Subsidiary Guarantee of any Subsidiary Guarantor shall automatically terminate and be released, all other obligations of such Subsidiary Guarantor under this Indenture shall automatically terminate and such Subsidiary Guarantor shall be automatically released from its assets obligations under its Subsidiary Guarantee and its other obligations under this Indenture, pursuant to the terms of any applicable Intercreditor Agreement. At the request of the Company, and upon delivery to the Trustee of an Issuer Officer’s Certificate and an Opinion of Counsel each stating that all conditions provided for in this Indenture to the release of a Subsidiary Guarantor from its Subsidiary Guarantee have been complied with (provided that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or another Subsidiary Guarantormore Officer’s Certificates of the Company), the Trustee shall execute and deliver any appropriate instruments evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any release pursuant to this Section 12.04).

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Issuer or a Re- stricted Subsidiary of such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article V (in each case, other than to either Issuer or an Affiliate of the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance the requirements therefor set forth in the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and be discharge of no further force or effect the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all XII without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article XII. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Issuer or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.4, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Issuer. The Trustee shall execute any such documents reasonably requested by the Issuer or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article XII. Except as set forth in Articles Four and Five and this Section 12.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything If all or substantially all of the assets of any Subsidiary Guarantor or all (or a portion sufficient to cause such Subsidiary Guarantor to no longer be a Subsidiary of the contrary Company) of the Capital Stock of any Subsidiary Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless the Company elects otherwise, if any Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the Capital Stock of such Subsidiary Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way ) shall be deemed automatically and unconditionally released and discharged from any of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ its obligations under this Indenture are discharged without any further action on the part of the Trustee or any Holder of the Notes, subject in accordance each case to compliance with the terms of this Indenture;Section 4.13 hereof. (ivb) such Person is The Trustee shall deliver an appropriate instrument evidencing the parent holding company release of a Real Estate Subsidiary party Guarantor upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to a Qualified Real Estate Financing Facility if the compliance with this Section 9.04. Any Subsidiary Guarantor not so released or the entity surviving such guaranty is prohibited Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article IX. (c) The Trustee shall execute any documents reasonably requested by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Company or a Subsidiary Guarantor in order to be an Unrestricted Subsidiary in accordance with evidence the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article IX. (d) Except as set forth in Article IV hereof and this Section 9.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.09. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.. ARTICLE ELEVEN MISCELLANEOUS

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, A Guarantee by a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor the Notes shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon: (i) (A) such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary of the Company in compliance with this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Subsidiary Guarantor (including by way of merger or consolidation) or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, or (B) the sale or other disposition in compliance with this Indenture of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any such Subsidiary Guarantor permitted ceasing to be a guarantor under this Indenturethe Term Loan Credit Agreement, except a discharge or release by or as a result of payment under such guarantee; (iii) the Issuers’ exercise of their the legal defeasance option as described or the covenant defeasance option under Section 8.04 ‎Section 9.02 or if the Issuers’ obligations of the Issuers under this Indenture are otherwise discharged in accordance with the terms of this Indenture;; or (iv) a release in accordance with ‎Article 10; Upon the release of any Guarantor in accordance with this Indenture, the Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the release and stating that such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by release complies with the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such this Indenture. Each Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance may consolidate with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge merge into or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of sell its assets to an Issuer or another Subsidiary GuarantorGuarantor without limitation, or with other Persons upon the terms and conditions set forth in this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this ‎Section 11.06.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, A Guarantee by a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor the Notes shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon: (i1) a sale any sale, exchange or other disposition transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock in, or all or substantially all of the assets of any Subsidiary Guarantorof, such Subsidiary, which sale, exchange or transfer is not prohibited by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) in the case of a sale Guarantee required by Section 4.16(a)(x)(i) or other disposition of all (a)(y), the release or discharge of the capital stock guarantee that resulted in the creation of any Subsidiary Guarantor permitted such Guarantee except a discharge or release by or as a result of payment under this Indenturesuch guarantee; (iii3) in the case of a Guarantee required by Section 4.16(a)(x)(ii), the release or discharge of the Debt that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment of such Debt following any default under such Debt; (4) in the case of a Guarantee required by Section 4.16(a)(z), the release or discharge of the Debt that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment of such Debt following any default under such Debt, or the release or discharge of the guarantee that, together with incurrence of Debt or acquisition of assets, resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee; or (5) the Issuers’ exercise of their the legal defeasance option as described or the covenant defeasance option under Section 8.04 9.02 or if the Issuers’ obligations of the Issuers under this Indenture are otherwise discharged in accordance with the terms of this Indenture; ; provided that, in the case of clause (iv2), (3) or (4), the Guarantee shall only be released if the Guarantee would not otherwise be required under Section 4.16 (by reason of other guarantees, other Debt or, in the case of the Specified Subsidiary, assets). In addition, any Guarantee by a Restricted Subsidiary of the Company shall be automatically and unconditionally released and discharged if the Company designates such Person is the parent holding company of a Real Estate Restricted Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with this Indenture. Upon the provisions set forth under Section 4.04 release of any Guarantor in accordance with this Indenture, the Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the release and stating that such release complies with the definition terms of “Unrestricted Subsidiary”; (vi) if any such this Indenture. Each Subsidiary Guarantor no longer guarantees any Reference Indebtedness may consolidate with or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge merge into or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of sell its assets to an Issuer or another Subsidiary GuarantorGuarantor without limitation, or with other Persons upon the terms and conditions set forth in Section 6.01 of this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Issuers or a Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article Five (in each case, other than to the Issuers or an Affiliate of the Issuers or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven without any further action required on the part of the assets Trustee or any Holder and all Collateral owned by such Person shall be released to the extent set forth in Section 12.04; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Eleven. (iib) The Trustee shall deliver to the Issuers an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited written request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 11.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Issuers. The Trustee shall execute any such documents reasonably requested by the Issuers or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Eleven. Except as set forth in Articles Four and Five and this Section 11.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Issuers or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Issuers or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Twelve without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Twelve. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Company. The Trustee shall execute any such documents reasonably requested by the Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Second Supplemental Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise by either Issuer or a Restricted Subsidiary of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.15, or upon the terms of this Indenture; (iv) such Person is the parent holding company consolidation or merger of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to be the Issuer or an Affiliate of the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and second paragraph of the definition of “Unrestricted Subsidiary”; (vi) if ” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness and each Subsidiary of such Subsidiary Guarantor that is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be also a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be deemed released from all obligations under this Article XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Second Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee, and Guarantee as provided in this Article XI. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.4, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article XI. Except as set forth in Articles Four and Five and this Section 11.4, nothing contained in this Second Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, a Subsidiary Guarantee as to in the event of (i) the designation of any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: as an Unrestricted Subsidiary, (iii) a sale or other disposition of all or substantially all of the properties or assets of any Subsidiary GuarantorGuarantor to a third party or an Unrestricted Subsidiary, by way of merger, consolidation or otherwise permitted under this Indenture; with or into any Person in compliance with Article Five (iiin each case, other than to Company, the Issuer or a Restricted Subsidiary), or (iii) a sale or other disposition of all of the capital stock Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor permitted (in the event of such a designation or a sale or other disposition, by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring such properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor) will be released from all Obligations under this Indenture; (iii) Article Twelve and its Subsidiary Guarantee without any further action required on the Issuers’ exercise part of their legal defeasance option as described under Section 8.04 the Trustee or if the Issuers’ obligations under this Indenture any Holder; provided that any Net Cash Proceeds of such sale or other disposition are discharged applied in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth covenant described under Section 4.04 4.16, and the definition of “Unrestricted Subsidiary”; (vi) if provided, further, however, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness termination shall occur only to the extent that all obligations of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result under all of any foreclosure its guarantees of, and under all of any pledge or security interest securing Obligations under the Credit Facilities its pledges of assets or other exercise of remedies in respect thereof. Notwithstanding the foregoingsecurity interests that secure, any other Indebtedness of the Company or its Restricted Subsidiaries shall also terminate upon such release, sale or disposition. Any Subsidiary Guarantor will automatically not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be released from all obligations liable under its Subsidiary Guarantee, and Guarantee as provided in this Article Twelve. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Company or such Subsidiary Guarantee Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. Except as set forth in Articles Four and Five and this Section 12.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Company, the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Company, the Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to If no Default exists or would exist under this Agreement, upon the contrary in this Indenture, a Subsidiary Guarantee as to sale or disposition of all of the Capital Stock of any Subsidiary Guarantor shall automatically terminate by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 5.01(Q), or upon the consolidation or merger of any Subsidiary Guarantor with or into any person in compliance with Section 5.01(A) (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such the Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:VIIA without any further action required on the part of the Lender; provided, however, that such Subsidiary Guarantor is sold or disposed of in accordance with this Agreement. (ib) a sale or other disposition of all or substantially all The Lender shall deliver an appropriate instrument evidencing the release of the assets Subsidiary Guarantor upon receipt of any a request of the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 7A.03. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article VIIA. (iic) a sale The Lender shall execute any documents reasonably requested by the Company or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee and under this Article VIIA. (d) Except as set forth in Article V and this Section 7A.03, and such Subsidiary Guarantee nothing contained in this Agreement or the CGD Note shall thereupon terminate and be discharged and of no further force and effect, upon the prevent any consolidation or merger or consolidation of any Subsidiary Guarantor with and or into an Issuer the Company or another shall prevent any sale or conveyance of the property of the Subsidiary Guarantor that is as an entirety or substantially as an entirety to the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary GuarantorCompany.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: Upon (i) a sale the sale, exchange or other disposition of all or substantially all transfer to any Person (other than an Affiliate of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (iiIssuer) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under owned directly or indirectly by the Issuer or any Restricted Subsidiary of the Issuer, (ii) the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; Indenture or (iii) the Issuers’ exercise defeasance or discharge of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Securities in accordance with the terms of this Indenture; , such Subsidiary Guarantor’s (ivor, in the case of clause (iii), each Subsidiary Guarantor’s) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Note Guarantee shall be automatically and unconditionally discharged and such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be released from all obligations under its this Article XII without any further action required on the part of the Subsidiary GuaranteeGuarantor, and the Issuer, the Trustee or any Holder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article XII. (b) The Trustee shall thereupon terminate and be discharged and deliver an appropriate instrument evidencing the release of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and into an upon receipt of a request by the Issuer or another such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.4; provided, however, that is the surviving Person legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in such merger or consolidation, or upon order to evidence the liquidation or dissolution release of such Subsidiary Guarantor following from its obligations under its Note Guarantee endorsed on the transfer of all of its assets to an Issuer or another Subsidiary GuarantorSecurities and under this Article XII.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the contrary in this Indentureterms hereof), a Subsidiary Guarantee Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any Subsidiary Guarantor shall automatically terminate and be of no further force Real Estate owned or effect and leased by such Subsidiary Guarantor shall be deemed to be released and discharged removed from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Subject Properties in accordance with §7.16 effective as of the terms date of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited release. Delivery by the terms Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Qualified Real Estate Financing Facility; (v) request and as of the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with date of the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness effectiveness of such Subsidiary Guarantor is no longer outstanding; or (viirequest) the applicable Subsidiary ceasing are true and correct with respect to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereofsuch request. Notwithstanding the foregoing, the foregoing provisions shall not apply to Parent, which may only be released upon the written approval of Agent and all of the Lenders. (b) Notwithstanding the terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from Borrower that Borrower and/or Parent has first obtained an Investment Grade Rating, then subject to the terms of this §5.3(b), each Subsidiary Guarantor which is not a Material Subsidiary shall no longer be required to be a Guarantor, and Agent shall promptly release each such Subsidiary Guarantor (other than any Subsidiary Guarantor will automatically which are a Material Subsidiary) from the Guaranty; provided, however that notwithstanding the foregoing, Agent shall not be obligated to release any Subsidiary Guarantor from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing. In the event that at any time after Borrower and/or Parent obtains an Investment Grade Rating, Borrower and Parent shall no longer have an Investment Grade Rating, Borrower and Parent shall within thirty (30) days after such occurrence cause all such Persons which are required to be a Subsidiary Guarantor pursuant to §5.2 (without regard to this §5.3(b)) but are not then Subsidiary Guarantors hereunder to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Subsidiary Guarantor. In no event shall the provisions of this §5.3(b) entitle Parent to be released from all obligations under its Subsidiary Guaranteethe Guaranty. For the avoidance of doubt, regardless of whether Borrower and/or Parent has an Investment Grade Rating, Borrower and such Subsidiary Guarantee Parent shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of required to cause any Subsidiary Guarantor with and into an Issuer or another of Parent and/or Borrower which at any time constitutes a Material Subsidiary to become a Subsidiary Guarantor that is by executing a Joinder Agreement and shall comply with the surviving Person in provisions of §5.2 as a condition to such merger Material Subsidiary becoming an obligor or consolidation, or upon the liquidation or dissolution guarantor of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantorother Recourse Indebtedness.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to In the contrary in this Indentureevent of any sale, a Subsidiary Guarantee as exchange or transfer to any person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary Guarantor shall automatically terminate and be of no further force (which sale, exchange or effect and transfer is not prohibited by Section 801), then such Subsidiary Guarantor shall will be deemed to be automatically and unconditionally released and discharged from all of its obligations under this Article 10 upon: (i) a sale its Note Guarantee without any further action on the part of the Trustee or any holder of the Notes; provided that the Net Proceeds of such sale, transfer or other disposition are applied in accordance with Section 1016 to the extent required thereby. (b) Any Subsidiary Guarantor that is designated by the Board of all or substantially all Directors of the assets of any Company as an Unrestricted Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;Indenture may, at such time, at the option of the Board of Directors, be released and relieved of its obligations under its Note Guarantee. 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 Subsidiary Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Note Guarantee. (ivc) such Person Any Non-U.S. Restricted Subsidiary that is or becomes a Subsidiary Guarantor shall be released and relieved of its obligations under its Note Guarantee at the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating time such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness (other than the Notes) of the Company or any Reference Indebtedness of such U.S. Restricted Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary other than as a result of any foreclosure payment thereof). The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of any pledge a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 1308. (d) Concurrently with the defeasance of the Notes under Section 1202 hereof, or security interest securing Obligations the covenant defeasance of the Notes under Section 1203 hereof, the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically Guarantors shall be released from all their obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantortheir Note Guarantees under this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be in the event of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the properties or assets of any Subsidiary GuarantorGuarantor to a third party, by way of merger, consolidation or otherwise permitted under this Indenture; with or into any Person in compliance with Article Five (in each case, other than to a Guarantor, the Issuer or a Subsidiary of the Issuer or any Guarantor), or (ii) a sale or other disposition of all of the capital stock Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor permitted (in the event of such a designation or a sale or other disposition, by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring such properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor) will be released from all Obligations under this Indenture; (iii) Article Twelve and its Subsidiary Guarantee without any further action required on the Issuers’ exercise part of their legal defeasance option as described under Section 8.04 the Trustee or if the Issuers’ obligations under this Indenture any Holder; provided that any Net Cash Proceeds of such sale or other disposition are discharged applied in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth covenant described under Section 4.04 4.16, and the definition of “Unrestricted Subsidiary”; (vi) if provided, further, however, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness termination shall occur only to the extent that all obligations of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result under all of any foreclosure its guarantees of, and under all of any pledge or security interest securing Obligations under the Credit Facilities its pledges of assets or other exercise of remedies in respect thereof. Notwithstanding the foregoingsecurity interests that secure, any other Indebtedness of the Issuer or its Subsidiaries shall also terminate upon such release, sale or disposition. Any Subsidiary Guarantor will automatically not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be released from all obligations liable under its Subsidiary Guarantee, and Guarantee as provided in this Article Twelve. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantee Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Issuer. Except as set forth in Articles Four and Five and this Section 12.04, nothing contained in this Indenture or in any of the Senior Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Except in the contrary case where the prohibition on transfer in this IndentureSection 5.01 is applicable, a Subsidiary Guarantee as to if all or substantially all of the assets of any Subsidiary Guarantor shall automatically terminate or all of the capital stock of any Subsidiary Guarantor is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale, and be of no further force or effect and if the Net Proceeds from such Asset Sale are used in accordance with Section 4.11, then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the capital stock of such Subsidiary Guarantor) or the corporation acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, provided that each such Subsidiary Guarantor (or its assets) is sold or disposed of in accordance with Section 4.11 and Article 5 hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article 11. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article 11. Except as set forth in Articles 4 and 5 hereof and this Section 11.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any A Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall will be deemed to be automatically and unconditionally released and discharged from all of its obligations under this Article 10 upon: its Subsidiary Guarantee without any further action on the part of the Trustee or any Holder of the Notes upon (i) a sale or other disposition to a Person not an Affiliate of the Company of all of the 108 Capital Stock of, or all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise otherwise, which transaction is carried out in accordance with Section 801 and 1016, 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 and (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; provided that any such termination shall occur (x) only to the extent that all obligations of such Subsidiary Guarantor under this Indenture; (ii) a sale 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 Subsidiary Guarantor to the effect that all of the capital stock of any conditions to release in this Section 1307(a) have been satisfied. (b) Any Subsidiary Guarantor permitted under this Indenture; (iii) that is designated by the Issuers’ exercise Board of their legal defeasance option Directors of the Company as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged an Unrestricted Subsidiary in accordance with the terms of this Indenture; (iv) Indenture may, at such Person is time, at the parent holding company option of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms Board of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoingDirectors, any Subsidiary Guarantor will automatically be released from all and relieved of its obligations under its Subsidiary Guarantee, and . The Trustee shall deliver an appropriate instrument evidencing such Subsidiary Guarantee shall thereupon terminate and be discharged and release upon receipt of no further force and effect, upon a Company Request accompanied by an Officers' Certificate certifying as to the merger or consolidation of any compliance with this Section 1307. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Subsidiary Guarantee. (c) Concurrently with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidationLegal Defeasance of the Notes under Section 1202 hereof, or upon the liquidation or dissolution Covenant Defeasance of such the Notes under Section 1203 hereof, the Subsidiary Guarantor following the transfer of Guarantors shall be released from all of its assets to an Issuer or another their obligations under their Subsidiary GuarantorGuarantees under this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Issuer or a Subsidiary of the Issuer in a transaction constituting an Asset Sale, the Net Cash Proceeds of which are applied in accordance with Section 4.16, such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven without any further action required on the part of the assets Trustee or any Holder and all Collateral owned by such Person shall be released to the extent set forth in Section 12.04; PROVIDED, HOWEVER, that each such Subsidiary 63 Guarantor is sold or disposed of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;. Any Subsidiary Guarantor not so released shall remain or be liable under its Guarantee as provided in this Article Eleven. (ivb) such Person is The Trustee shall deliver to the parent holding company Issuer an appropriate instrument evidencing the release of a Real Estate Subsidiary party to Guarantor under its Guarantee endorsed on the Notes and under this Article Eleven upon receipt of a Qualified Real Estate Financing Facility if such guaranty is prohibited written request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Issuer or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 11.04, PROVIDED the provisions legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Issuer. Except as set forth under in Articles Four and Five and this Section 4.04 and 11.04, nothing contained in this Indenture or in any of the definition Notes shall prevent any consolidation or merger of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Except in the contrary case where the prohibition on transfer in this IndentureSection 3.10 is applicable, a Subsidiary Guarantee as to if all or substantially all of the assets of any Subsidiary Guarantor shall automatically terminate or all of the capital stock of any Subsidiary Guarantor is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale, and be of no further force or effect and if the Net Proceeds from such Asset Sale are used in accordance with Section 3.01, then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the capital stock of such Subsidiary Guarantor) or the corporation acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged from all obligations under this Article Four without any further action required on the part of the Trustee or any Holder, PROVIDED that each such Subsidiary Guarantor (or its assets) is sold or disposed of in accordance with Section 3.01. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 4.04. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article Four. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Four. Except as set forth in Article Three hereof and this Section 4.04, and such Subsidiary Guarantee nothing contained in this Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything Upon (i) the sale or disposition of the Capital Stock of a Subsidiary Guarantor (other than the Issuer) by the Issuer that is permitted by Section 4.16 or the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the contrary Issuer or a Subsidiary Guarantor and (B) in a transaction following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Subsidiary Guarantor (other than the Issuer) in accordance with this Indenture, a such Subsidiary Guarantor’s Guarantee as pursuant to any Subsidiary Guarantor this Article 10 shall automatically terminate and be of no further force or effect released, and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations Obligations under this Indenture are discharged and the Securities without any further action required on the part of the Trustee or any Holder. In addition, a Subsidiary Guarantor shall be released from its Guarantee under the conditions specified in Section 4.17(b), and all Subsidiary Guarantors shall be released from their Guarantees (x) upon Legal Defeasance or Covenant Defeasance as provided in Article 8 or (y) upon discharge of this Indenture in accordance with the terms hereof. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary 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 Subsidiary Guarantors shall be released from all of their Obligations under this Indenture;Indenture and the Securities. (ivb) such Person is The Trustee shall deliver an appropriate instrument evidencing the parent holding company release of a Real Estate Subsidiary party to Guarantor upon receipt of a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 10.04; provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Issuer. The Trustee shall execute any such documents reasonably requested by the Issuer or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing 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 Credit Facilities Securities shall prevent any consolidation or other exercise merger of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such unsecured Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.09. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such unsecured Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.09. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.. ARTICLE ELEVEN MISCELLANEOUS

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture and the Registration Rights Agreement: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.09. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as Guarantor by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), or if any Subsidiary Guarantor shall automatically terminate is dissolved or liquidated in accordance with this Indenture, or if a Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.14, such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Twelve without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Twelve. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates. The Trustee shall execute any documents reasonably requested by the definition of “Unrestricted Subsidiary”; (vi) if any such Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.. 119 -111-

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Except in the contrary case where the prohibition on transfer in this IndentureSection 3.10 is applicable, a Subsidiary Guarantee as to if all or substantially all of the assets of any Subsidiary Guarantor shall automatically terminate or all of the capital stock of any Subsidiary Guarantor is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale, and be of no further force or effect and if the Net Proceeds from such Asset Sale are used in accordance with Section 3.01, then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the capital stock of such Subsidiary Guarantor) or the corporation acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted ) shall be deemed automatically and unconditionally released and discharged from all obligations under this Indenture;Article Four without any further action required on the part of the Trustee or any Holder, provided that each such Subsidiary Guarantor (or its assets) is sold or disposed of in accordance with Section 3.01. (iib) a sale or other disposition of all Upon the release of the capital stock guarantee by a Subsidiary Guarantor under all then outstanding Applicable Debt, at any time after the suspension of the Extinguished Covenants pursuant to Section 3.13 hereof, the Subsidiary Guarantee of such Subsidiary Guarantor under the Supplemental Indenture will be released and discharged at such time and no Restricted Subsidiary thereafter acquired or created will be required to be a Subsidiary Guarantor; provided that the foregoing shall not apply to any release of any Subsidiary Guarantor permitted 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 Subsidiary Guarantor thereafter guarantees any Applicable Debt (or if any released guarantee under any Applicable Debt is reinstated or renewed) or (ii) the Extinguished Covenants cease to be suspended pursuant to Section 3.13 hereof, then any such released Subsidiary Guarantor and any other Restricted Subsidiary of the Company then existing will guarantee the Notes on the terms and conditions set forth in the Supplemental Indenture. For purposes of this Indenture;clause (b), Applicable Debt secured by a Lien on such Restricted Subsidiary’s Property or issued by such Restricted Subsidiary shall be deemed guaranteed by such Restricted Subsidiary. (iiic) The Trustee shall deliver an appropriate instrument evidencing the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company release of a Real Estate Subsidiary party Guarantor upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to a Qualified Real Estate Financing Facility if the compliance with this Section 4.04. Any Subsidiary Guarantor not so released or the entity surviving such guaranty is prohibited Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article Four. The Trustee shall execute any documents reasonably requested by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Company or a Subsidiary Guarantor in order to be an Unrestricted Subsidiary in accordance with evidence the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Four. Except as set forth in Article Three hereof and this Section 4.04, and such Subsidiary Guarantee nothing contained in this Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, The Subsidiary Guarantee of a Subsidiary Guarantee as to any Subsidiary Guarantor shall will automatically terminate and be released, all other obligations of no further force or effect such Subsidiary Guarantor under this Indenture will automatically terminate and such Subsidiary Guarantor shall will be deemed to be automatically released from its obligations under its Subsidiary Guarantee and discharged from all its other obligations under this Article 10 uponIndenture: (ia) in the event of a sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise permitted under this Indenture;consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary; (iib) in the event of a sale or other disposition (including through merger or consolidation) of all Capital Stock of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities sale or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any disposition; (c) upon such Subsidiary Guarantor will automatically be released from all obligations under its becoming an Excluded Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, or a Foreign Subsidiary; (d) upon the merger satisfaction and discharge, Legal Defeasance or consolidation Covenant Defeasance of any Subsidiary Guarantor the Notes in accordance with and into an Issuer Article 8 or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or Article 12 hereof; (e) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default has occurred that is continuing; (f) upon the merger of such Subsidiary Guarantor following into, or the transfer consolidation of all of its assets to such Subsidiary Guarantor with, (a) a Subsidiary if the surviving or resulting entity is an Issuer Excluded Subsidiary or a Foreign Subsidiary or (b) the Company or another Subsidiary GuarantorGuarantor; or (g) on and after the date on which (a) the Company has received a Mid-BBB Investment Grade Rating from both Rating Agencies; and (b) no Default or Event of Default has occurred and is continuing. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions provided for in this Supplemental Indenture to the release of a Subsidiary Guarantor from its Subsidiary Guarantee have been complied with (provided 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 Company), the Trustee shall execute and deliver an appropriate instrument evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any release pursuant to this Section 11.04).

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Upon the contrary in this Indenture, sale or other disposition (by merger or otherwise) of a Subsidiary Guarantee as Guarantor (or all or substantially all of its assets) to any a person other than the Company or another Subsidiary Guarantor shall automatically terminate and pursuant to a transaction that is otherwise in compliance with this Indenture (including as described in Sections 13.03 above) and pursuant to which such Subsidiary Guarantor ceases to be of no further force or effect and a Restricted Subsidiary, such Subsidiary Guarantor shall be deemed to be released automatically and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another . (b) Each Subsidiary Guarantor that is Designated an Unrestricted Subsidiary in compliance with Section 10.20 shall, upon such Designation, be automatically and unconditionally released from all obligations under its Subsidiary Guarantee. (c) Each Restricted Subsidiary that becomes a Subsidiary Guarantor in accordance with the surviving Person in such merger or consolidationsecond paragraph of Section 10.22 due to its Guarantee of, or in any other manner becoming liable with respect to, any Indebtedness of any person, shall be automatically released from all obligations under its Subsidiary Guarantee upon the liquidation unconditional release of such Restricted Subsidiary from its obligations in respect of the Indebtedness which gave rise to the requirement that its Subsidiary Guarantee be given; provided, that at the time of such release such Restricted Subsidiary (i) does not have any Guarantees, other than its Subsidiary Guarantee, outstanding and (ii) is not a Material Restricted Subsidiary. (d) Upon the release of a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to paragraph (a), (b) or dissolution (c) above, the Company and each Subsidiary Guarantor shall each furnish to the Trustee an Officers' Certificate stating that all conditions precedent for the automatic release of such Subsidiary Guarantor following from its Subsidiary Guarantee have been satisfied, and an Opinion of Counsel stating that in the transfer opinion of such counsel all such conditions precedent have been complied. On the basis of such Officers' Certificates and Opinions of Counsel, the Trustee shall deliver an appropriate instrument evidencing such release. Any Subsidiary Guarantor not so released shall remain liable for all of its assets to an Issuer or another Subsidiary Guarantorthe Guaranteed Obligations as provided in this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: Upon (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantorsale, by way of mergerexchange, consolidation or otherwise permitted under this Indenture; (ii) a sale transfer or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under by the Issuer or any Restricted Subsidiary of the Issuer (ii) the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; Indenture or (iii) the Issuers’ exercise defeasance or discharge of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Securities in accordance with the terms of this Indenture; , such Subsidiary Guarantor’s (ivor, in the case of clause (iii), each Subsidiary Guarantor’s) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Guarantee shall be automatically discharged and such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be released from all obligations under this Article Eleven without any further action required on the part of the Subsidiary Guarantor, the Issuer, the Trustee or any Holder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee, and Guarantee as provided in this Article Eleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantee Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.4; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer. The Trustee shall thereupon terminate and be discharged and of no further force and effect, upon execute any documents reasonably requested by the merger Issuer or consolidation of any a Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is in order to evidence the surviving Person in such merger or consolidation, or upon the liquidation or dissolution release of such Subsidiary Guarantor following from its obligations under its Subsidiary Guarantee endorsed on the transfer of all of its assets to an Issuer or another Subsidiary GuarantorSecurities and under this Article Eleven.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything If all or substantially all of the assets of any Subsidiary Guarantor or all (or a portion sufficient to cause such Subsidiary Guarantor to no longer be a Subsidiary of the contrary Company) of the Capital Stock of any Subsidiary Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless the Company elects otherwise, if any Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the Capital Stock of such Subsidiary Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes, subject in each case to compliance with Section 4.13 hereof. (b) Upon the release of any Subsidiary Guarantor’s guarantee under all then outstanding Applicable Debt during any Suspension Period, by way such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from any of merger, consolidation or otherwise permitted its obligations under this Indenture; Indenture without any further action on the part of the Trustee or any Holder of the Notes; provided, however, that the foregoing shall not apply to any release of any Subsidiary Guarantor done in contemplation of, or in connection with, any cessation of the Notes being rated Investment Grade; and provided, further, that in the event (i) any Subsidiary Guarantor released pursuant to this Section 9.04(b) thereafter guarantees any Applicable Debt (or if any released guarantee under any Applicable Debt is reinstated or renewed) or (ii) a sale or other disposition of all of the capital stock of any Reversion Date shall occur, then such released Subsidiary Guarantor permitted under this Indenture; (iii) and any other Restricted Subsidiary then existing, the Issuers’ exercise assets of their legal defeasance option as described under Section 8.04 which have a Book Value of $5.0 million or if more, shall guarantee the Issuers’ obligations under this Indenture are discharged Notes in accordance with the terms this Article IX. For purposes of this Indenture;Section 9.04(b), Applicable Debt secured by a Lien on a Restricted Subsidiary’s property or issued by a Restricted Subsidiary shall be deemed guaranteed by such Restricted Subsidiary. (ivc) such Person is The Trustee shall deliver an appropriate instrument evidencing the parent holding company release of a Real Estate Subsidiary party Guarantor upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to a Qualified Real Estate Financing Facility if the compliance with this Section 9.04. Any Subsidiary Guarantor not so released or the entity surviving such guaranty is prohibited Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article IX. (d) The Trustee shall execute any documents reasonably requested by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Company or a Subsidiary Guarantor accompanied by an Officers’ Certificate as provided in this Section 9.04 in order to be an Unrestricted Subsidiary in accordance with evidence the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article IX. (e) Except as set forth in Article IV hereof and this Section 9.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under this Indenture; (iii) by the Issuers’ exercise Issuer or a Restricted Subsidiary of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the terms of this Indenture; (iv) such Person is the parent holding company consolidation or merger of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to be the Issuer or an Affiliate of the Issuer or a Restricted Subsidiary), (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; ,” (viiii) if in connection with any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness Legal Defeasance or any Reference Indebtedness satisfaction and discharge of such Subsidiary Guarantor is no longer outstanding; or the Notes as provided in Section 8.1 or (viiiv) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following in a transaction or series of related transactions that does not violate the transfer terms of this Indenture, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article XII without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its assets Subsidiary Guarantee as provided in this Article XII. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate certifying as to the compliance with this Section 12.4 and an Opinion of Counsel; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Issuer. Except as set forth in Articles IV and V and this Section 12.4, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Issuer or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture and the Registration Rights Agreement: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.14. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ Company’s exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers Company designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer the Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this First Supplemental Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise by either Issuer or a Restricted Subsidiary of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.15, or upon the terms of this Indenture; (iv) such Person is the parent holding company consolidation or merger of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to be the Issuer or an Affiliate of the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and second paragraph of the definition of “Unrestricted Subsidiary”; (vi) if ” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness and each Subsidiary of such Subsidiary Guarantor that is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be also a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be deemed released from all obligations under this Article XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this First Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee, and Guarantee as provided in this Article XI. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.4, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article XI. Except as set forth in Articles Four and Five and this Section 11.4, nothing contained in this First Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise by either Issuer or a Restricted Subsidiary of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the terms of this Indenture; (iv) such Person is the parent holding company consolidation or merger of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to be either Issuer or an Affiliate of either Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and second paragraph of the definition of “Unrestricted Subsidiary”; (vi) if ” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness and each Subsidiary of such Subsidiary Guarantor that is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be also a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be deemed released from all obligations under this Article XII without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee, and Guarantee as provided in this Article XII. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.4, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article XII. Except as set forth in Articles Four and Five and this Section 12.4, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture: (i1) upon any sale, exchange or transfer to a sale Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its Subsidiaries in, or other disposition of all or substantially all of the assets of any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii2) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indentureresult thereof; (iii3) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option as described under Section 8.04 8.02(b) or its Covenant Defeasance option under Section 8.02(c), or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii4) if a Subsidiary Guarantor ceases to guarantee the applicable Subsidiary ceasing obligations of the Issuer under any such Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million; provided, however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary as Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee pursuant to Section 4.09. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, a Subsidiary Guarantee as to upon the sale or disposition of all of the Capital Stock of any Subsidiary Guarantor shall automatically terminate by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 10.16, or upon the consolidation or merger of any Subsidiary Guarantor with or into any person in compliance with Article Eight (in each case, other than to the Company or an Affiliate of 116 the Company or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such the Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that the Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. (ib) a sale or other disposition of all or substantially all The Trustee shall deliver an appropriate instrument evidencing the release of the assets Subsidiary Guarantor upon receipt of any a request of the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.03. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Twelve. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee and under this Article Twelve. Except as set forth in Articles Eight and Ten and this Section 12.03, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Senior Notes shall thereupon terminate and be discharged and of no further force and effect, upon the prevent any consolidation or merger or consolidation of any Subsidiary Guarantor with and or into an Issuer the Company or another shall prevent any sale or conveyance of the property of the Subsidiary Guarantor that is as an entirety or substantially as an entirety to the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary GuarantorCompany.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company), or if any Subsidiary Guarantor shall automatically terminate is dissolved or liquidated in accordance with this Indenture, such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Eleven. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 11.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates. 91 100 The Trustee shall execute any documents reasonably requested by the definition of “Unrestricted Subsidiary”; (vi) if any such Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Eleven. Except as set forth in Articles Four and Five and this Section 11.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as Guarantor by the Company, in 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 4.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company), or if any Subsidiary Guarantor shall is dissolved or liquidated in accordance with this Indenture, or if a Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.16, such Subsidiary Guarantor's Guarantee will be automatically terminate discharged and be of no further force or effect released, and such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be automatically discharged released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven without any further action required on the part of the assets of Trustee or any Holder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Eleven. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 11.04; provided, however, that the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of -------- ------- Counsel may rely as to matters of fact on one or more Officers Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Company. The Trustee shall execute any such documents reasonably requested by the Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Eleven. Except as set forth in Articles Four and Five and this Section 11.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything 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 Subsidiary Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale, the Net Cash Proceeds of which are applied in accordance with Section 4.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the contrary in this IndentureCompany or an Affiliate of the Company or a Subsidiary), a Subsidiary Guarantee as to any such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations Obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven and its Subsidiary Guarantee without any further action required on the part of the assets of Trustee or any Subsidiary GuarantorHolder; PROVIDED, by way of mergerHOWEVER, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any that each Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise is sold or disposed of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if Indenture and, PROVIDED, further, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release shall occur only to the extent that all Obligations of such Subsidiary Guarantor is no longer outstanding; orunder its Subsidiary Guarantee, and under any Subsidiary Security Agreement shall also terminate or be released upon such sale or transfer. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee and any Subsidiary Security Agreement as provided in this Indenture. (viib) The Trustee shall deliver an appropriate instrument evidencing the applicable Subsidiary ceasing to be release of a Subsidiary as Guarantor upon receipt of a result of any foreclosure of any pledge request by the Company or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any such Subsidiary Guarantor will automatically be released accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, PROVIDED the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. (c) The Trustee shall execute any documents reasonably requested by the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes, any Subsidiary Security Agreement and such Subsidiary Guarantee under this Article Eleven. Except as set forth in Articles Four and Five of this Indenture and this Section 11.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything 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 Subsidiary Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the contrary in this IndentureCompany or an Affiliate of the Company or a Subsidiary), a Subsidiary Guarantee as to any such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations Obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven and its Subsidiary Guarantee without any further action required on the part of the assets of Trustee or any Subsidiary GuarantorHolder; provided, by way of mergerhowever, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any that each Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise is sold or disposed of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if Indenture and, provided, further, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release shall occur only to the extent that all Obligations of such Subsidiary Guarantor is no longer outstanding; orunder its Subsidiary Guarantee, and under the Pledge and Security Agreement shall also terminate or be released upon such sale or transfer. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee and the Pledge and Security Agreement as provided in this Indenture. (viib) The Trustee shall deliver an appropriate instrument evidencing the applicable Subsidiary ceasing to be release of a Subsidiary as Guarantor upon receipt of a result of any foreclosure of any pledge request by the Company or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any such Subsidiary Guarantor will automatically be released accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. (c) The Trustee shall execute any documents reasonably requested by the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes, the Pledge and such Subsidiary Guarantee Security Agreement and under this Article Eleven. Except as set forth in Articles Four and Five of this Indenture and this Section 11.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, The Subsidiary Guarantee of a Subsidiary Guarantee as to any Subsidiary Guarantor shall will automatically terminate and be released, all other obligations of no further force or effect such Subsidiary Guarantor under this Indenture will automatically terminate and such Subsidiary Guarantor shall will be deemed to be automatically released from its obligations under its Subsidiary Guarantee and discharged from all its other obligations under this Article 10 uponIndenture: (ia) in the event of a sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor, Guarantor (including by way of mergermerger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary, consolidation or otherwise permitted under this Indenture; (ii) a if the sale or other disposition does not violate the provisions of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms Article Eight of this Indenture; (ivb) such Person is in the parent holding company event of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms sale or other disposition (including through merger or consolidation) of such Qualified Real Estate Financing Facility; (v) the Issuers designating Capital Stock of such Subsidiary Guarantor to be an Unrestricted a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing ceases to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities sale or other exercise disposition, if the sale or other disposition does not violate the provisions of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and Section 10.11 of no further force and effect, this Indenture; (c) upon the merger satisfaction and discharge, Defeasance or consolidation Covenant Defeasance of any Subsidiary Guarantor the Notes in accordance with and into an Issuer Article Four or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or Article Thirteen of this Indenture; (d) upon the liquidation or dissolution of such Subsidiary Guarantor, provided (i) no default under this Indenture or Event of Default has occurred that is continuing; and (ii) any Collateral Property owned by such Subsidiary Guarantor following is transferred to the transfer Company or another Subsidiary Guarantor and pledged under the Security Documents; (e) upon the merger of all such Subsidiary Guarantor into, or the consolidation of its assets to an Issuer such Subsidiary Guarantor with the Company or another Subsidiary Guarantor; or (f) upon the sale or Collateral Property Release of all of the Collateral Properties that are owned directly or indirectly by such Subsidiary Guarantor pursuant to or in compliance with the terms of this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions provided for in this Indenture to the release of a Subsidiary Guarantor from its Subsidiary Guarantee have been complied with (provided 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 Company), the Trustee shall execute and deliver an appropriate instrument evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any release pursuant to this Section 12.04).

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any A Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall will be deemed to be automatically and unconditionally released and discharged from all of its obligations under this Article 10 upon: (i) its Subsidiary Guarantee without any further action on the part of the Trustee or any Holder of the Notes upon 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 any of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise otherwise, which transaction is carried out in accordance with Section 801 and 1016, 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 and (b) the Company is permitted to incur at least $1.00 of additional Indebtedness (other than Permitted 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; provided that any such termination shall occur (x) only to the extent that all obligations of such Subsidiary Guarantor under this Indenture; (ii) a sale 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 Officers' Certificate from such Subsidiary Guarantor to the effect that all of the capital stock of any conditions to release in this Section 1307(a) have been satisfied. (b) Any Subsidiary Guarantor permitted under this Indenture; (iii) that is designated by the Issuers’ exercise of their legal defeasance option Board as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged an Unrestricted Subsidiary in accordance with the terms of this Indenture; (iv) Indenture may, at such Person is time, at the parent holding company option of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoingBoard, any Subsidiary Guarantor will automatically be released from all and relieved of its obligations under its Subsidiary Guarantee, and . The Trustee shall deliver an appropriate instrument evidencing such Subsidiary Guarantee shall thereupon terminate and be discharged and release upon receipt of no further force and effect, upon a Company Request accompanied by an Officers' Certificate certifying as to the merger or consolidation of any compliance with this Section 1307. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Subsidiary Guarantee. (c) Concurrently with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidationLegal Defeasance of the Notes under Section 1202 hereof, or upon the liquidation or dissolution Covenant Defeasance of such the Notes under Section 1203 hereof, the Subsidiary Guarantor following the transfer of Guarantors shall be released from all of its assets to an Issuer or another their obligations under their Subsidiary GuarantorGuarantees under this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by either Issuer or a Restricted Subsidiary of such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article V (in each case, other than to either Issuer or an Affiliate of either Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 or in connection with any Legal Defeasance or satisfaction and be discharge of no further force or effect the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all XII without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article XII. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Issuer or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.4, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Issuer. The Trustee shall execute any such documents reasonably requested by the Issuer or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article XII. Except as set forth in Articles Four and Five and this Section 12.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture and the Registration Rights Agreement: (i1) in the event of a sale sale, transfer or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale sale, transfer or other disposition of all of the capital stock Equity Interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Issuer and the Restricted Subsidiaries; (iii2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (3) if such Subsidiary Guarantor shall not guarantee any Indebtedness under any Credit Facility (other than if such Subsidiary Guarantor no longer guarantees any Indebtedness under any Credit Facility as a result of payment under any guarantee of any Indebtedness by any Subsidiary Guarantor); (4) the Issuers’ exercise of their Issuer exercises its legal defeasance option as described under or its covenant defeasance option pursuant to Section 8.04 8.02 and 8.03 or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding8.01; or (vii5) the applicable such Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the a Credit Facilities Facility or other exercise of remedies in respect thereof. Notwithstanding The Trustee shall execute an appropriate instrument prepared by the foregoing, any Subsidiary Issuer evidencing the release of a Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; 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. Except as set forth in Articles Four and such Subsidiary Guarantee Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything 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 Subsidiary Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale, the Net Cash Proceeds of which are applied in accordance with Section 4.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the contrary in this IndentureCompany or an Affiliate of the Company or a Subsidiary), a Subsidiary Guarantee as to any such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations Obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven and its Subsidiary Guarantee without any further action required on the part of the assets of Trustee or any Subsidiary GuarantorHolder; provided, by way of mergerhowever, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any that each Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise is sold or disposed of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if Indenture and, provided, further, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release shall occur only to the extent that all Obligations of such Subsidiary Guarantor is no longer outstanding; orunder its Subsidiary Guarantee, and under any Subsidiary Security Agreement shall also terminate or be released upon such sale or transfer. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee and any Subsidiary Security Agreement as provided in this Indenture. (viib) The Trustee shall deliver an appropriate instrument evidencing the applicable Subsidiary ceasing to be release of a Subsidiary as Guarantor upon receipt of a result of any foreclosure of any pledge request by the Company or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any such Subsidiary Guarantor will automatically be released accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. (c) The Trustee shall execute any documents reasonably requested by the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes, any Subsidiary Security Agreement and such Subsidiary Guarantee under this Article Eleven. Except as set forth in Articles Four and Five of this Indenture and this Section 11.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to If no Default or Event of Default exists or would exist under the contrary Note Purchase and Guarantee Agreement upon (i) the sale or disposition of all of the shares, interests, rights or other equivalents of corporate stock and any and all warrants, options and rights with respect thereto, including, without limitation, common and preferred stock, partnership interests and other indicia of ownership of a Subsidiary Guarantor by the Parent Guarantor or a Subsidiary of the Parent Guarantor in this Indenturea transaction constituting an Asset Sale made in compliance with Section 10.8 of the Note Purchase and Guarantee Agreement, or (ii) upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Section 10.5 of the Note Purchase and Guarantee Agreement (any transaction described in either clause (i) or (ii) above, a Subsidiary Guarantee as to any "SUBSIDIARY GUARANTOR RELEASE EVENT"), such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be automatically released and discharged effective immediately upon consummation of a Subsidiary Guarantor Release Event from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of Subsidiary Guarantee without any further action required on the assets part of any Noteholder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation in compliance with this Section 12 shall remain or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations liable under its Subsidiary Guarantee, Guarantee as provided in the Note Purchase and Guarantee Agreement. (b) Each Noteholder shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor under this Section 12 and shall execute any other documents reasonably requested by the Company or such Subsidiary Guarantor. (c) Except as set forth in Sections 10.5 and 10.8 of the Note Purchase and Guarantee Agreement and this Section 12, nothing contained in the Note Purchase and Guarantee Agreement or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Parent Guarantor, the Company or another Subsidiary Guarantor that is or shall prevent any transfer, assignment or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Parent Guarantor, the Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company), or if any Subsidiary Guarantor shall automatically terminate is dissolved or liquidated in accordance with this Indenture, such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Twelve without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Twelve. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officer's Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer's Certificates. The Trustee shall execute any documents reasonably requested by the definition of “Unrestricted Subsidiary”; (vi) if any such Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything In the event that each other holder of Indebtedness of the Company or of any of the Company's Subsidiaries of which a Subsidiary Guarantor has guaranteed the payment thereof unconditionally releases a Subsidiary Guarantor of all of its obligations under such guarantee pursuant to a written agreement in form and substance satisfactory to the contrary in this Indenture, Trustee (other than a Subsidiary Guarantee as to any release resulting from payment under such guarantee) such Subsidiary Guarantor shall be automatically terminate and unconditionally released from all obligations under its Subsidiary Guarantee, provided that a release of a Subsidiary Guarantor may only be obtained under the circumstances described in this sentence if an Officers' Certificate to that effect has been delivered to the Trustee. (b) In addition, except in the case where the prohibition on transfer in Section 5.1(a) is applicable, upon the sale or disposition of no further force all (but not less than all) of the Capital Stock of a Subsidiary Guarantor by the Company or effect and a Subsidiary of the Company, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person (in each case, other than to the Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:XII without any further action required on the part of the Trustee or any Holder, provided that each such Subsidiary Guarantor is sold or disposed of in accordance with Article V. (ic) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition Subsidiary Guarantor upon receipt of all or substantially all a request of the assets of any Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 12.4. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article XII. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Securities and under this Article XII. Except as set forth in Articles IV and V and this Section 12.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Securities shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything 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 Subsidiary Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to the contrary in this IndentureCompany or an Affiliate of the Company or a Subsidiary), a Subsidiary Guarantee as to any such Subsidiary Guarantor shall automatically terminate and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations Obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Eleven and its Subsidiary Guarantee without any further action required on the part of the assets of Trustee or any Subsidiary GuarantorHolder; provided, by way of mergerhowever, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any that each Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise is sold or disposed of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if Indenture and, provided, further, that any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release shall occur only to the extent that all Obligations of such Subsidiary Guarantor is no longer outstanding; orunder its Subsidiary Guarantee, and under the Pledge and Security Agreement shall also terminate or be released upon such sale or transfer. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee and the Pledge and Security Agreement as provided in this Indenture. (viib) The Trustee shall deliver an appropriate instrument evidencing the applicable Subsidiary ceasing to be release of a Subsidiary as Guarantor upon receipt of a result of any foreclosure of any pledge request by the Company or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any such Subsidiary Guarantor will automatically be released accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company. (c) The Trustee shall execute any documents reasonably requested by the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes, the Pledge and such Subsidiary Guarantee Security Agreement and under this Article Eleven. Except as set forth in Articles Four and Five of this Indenture and this Section 11.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: Upon (i) a the sale or other disposition of all the Capital Stock of a Subsidiary Guarantor (or all or substantially all of the assets of its assets), in any Subsidiary Guarantor, case whether by way of merger, consolidation or otherwise permitted under this Indenture; or (ii) a sale or other disposition of all subject to satisfaction of the capital stock requirements set forth in Section 4.01(a)(i) of any the Intercreditor Agreement, the cessation by a Subsidiary Guarantor permitted under this Indenture; (iii) to guarantee any other Indebtedness of the Issuers’ exercise of their legal defeasance option as described under Section 8.04 Company or if any other Subsidiary Guarantor other than the Issuers’ obligations under this Indenture are discharged De Minimis Guaranteed Amount, in accordance each case which is otherwise in compliance with the terms of this Indenture; (iv) such Person is , including but not limited to the parent holding company provisions of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Section 10.03, such Subsidiary Guarantor to shall be an Unrestricted Subsidiary automatically released from all of its Guarantee and related obligations in accordance with this Indenture without any further action by the provisions set forth under Section 4.04 and Trustee, the definition of “Unrestricted Subsidiary”; (vi) if any Company or such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of and the Lien on such Subsidiary Guarantor is no longer outstanding; or Guarantor’s Collateral securing the Parity Lien Obligations (viiincluding such Subsidiary Guarantor’s Guarantee) shall be released. Subject to Section 8.08, upon the applicable Subsidiary ceasing Company’s election, in compliance with the conditions set forth in Article Eight hereof, to be a Subsidiary as a result of any foreclosure of any pledge exercise its rights pursuant to either Section 8.03 or security interest securing Obligations under the Credit Facilities or other exercise of remedies in 8.04 with respect thereof. Notwithstanding the foregoingto all outstanding Securities, any each Subsidiary Guarantor will shall be automatically be released from all of its Guarantee and related obligations under its Subsidiary Guaranteein this Indenture without any further action by the Trustee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effectthe Collateral Trustee, upon the merger Company or consolidation of any Subsidiary Guarantor with Guarantor. The Trustee and into the Collateral Trustee, as applicable, shall deliver an Issuer or another appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate. Any Subsidiary Guarantor that is not so released remains liable for the surviving Person full amount of principal of and interest on the Securities as provided in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantorthis Article Ten.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything In the event that each other holder of Indebtedness of the Company or of any of the Company's Subsidiaries of which a Subsidiary Guarantor has guaranteed the payment thereof unconditionally releases a Subsidiary Guarantor of all of its obligations under such guarantee pursuant to a written agreement in form and substance satisfactory to the contrary in this Indenture, Trustee (other than a Subsidiary Guarantee as to any release resulting from payment under such guarantee) such Subsidiary Guarantor shall be automatically terminate and unconditionally released from all obligations under its Subsidiary Guarantee; provided that a release of a Subsidiary Guarantor may only be obtained under the circumstances described in this sentence if an Officers' Certificate to that effect has been delivered to the Trustee. (b) In addition, except in the case where the prohibition on transfer in Section 5.1 is applicable, upon the sale or disposition of no further force all (but not less than all) of the Capital Stock of a Subsidiary Guarantor by the Company or effect and a Subsidiary of the Company, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person (in each case, other than to the Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:XII without any further action required on the part of the Trustee or any Holder; provided that each such Subsidiary Guarantor is sold or disposed of in accordance with Article V. (ic) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition Subsidiary Guarantor upon receipt of all or substantially all a request of the assets of any Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 12.4. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article XII. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Securities and under this Article XII. Except as set forth in Articles IV and V and this Section 12.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Securities shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Except in the contrary case where the prohibition on transfer in this IndentureSection 3.10 is applicable, a Subsidiary Guarantee as to if all or substantially all of the assets of any Subsidiary Guarantor shall automatically terminate or all of the capital stock of any Subsidiary Guarantor is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale, and be of no further force or effect and if the Net Proceeds from such Asset Sale are used in accordance with Section 3.01, then such Subsidiary Guarantor shall be deemed to be released and discharged from (in the event of a sale or other disposition of all obligations under this Article 10 upon: of the capital stock of such Subsidiary Guarantor) or the corporation acquiring such assets (i) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted ) shall be deemed automatically and unconditionally released and discharged from all obligations under this Indenture;Article Four without any further action required on the part of the Trustee or any Holder, provided that each such Subsidiary Guarantor (or its assets) is sold or disposed of in accordance with Section 3.01. (iib) a sale or other disposition of all Upon the release of the capital stock guarantee by a Subsidiary Guarantor under all then outstanding Applicable Debt, at any time after the suspension of the Extinguished Covenants pursuant to Section 3.13 hereof, the Subsidiary Guarantee of such Subsidiary Guarantor under the Supplemental Indenture will be released and discharged at such time and no Restricted Subsidiary thereafter acquired or created will be required to be a Subsidiary Guarantor; provided that the foregoing shall not apply to any release of any Subsidiary Guarantor permitted 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 Subsidiary Guarantor thereafter guarantees any Applicable Debt (or if any released guarantee under any Applicable Debt is reinstated or renewed) or (ii) the Extinguished Covenants cease to be suspended pursuant to Section 3.13 hereof, then any such released Subsidiary Guarantor and any other Restricted Subsidiary of the Company then existing will guarantee the Notes on the terms and conditions set forth in the Supplemental Indenture. For purposes of this Indenture;clause (b), Applicable Debt secured by a Lien on such Restricted Subsidiary’s Property or issued by such Restricted Subsidiary shall be deemed guaranteed by such Restricted Subsidiary. (iiic) The Trustee shall deliver an appropriate instrument evidencing the Issuersrelease of a Subsidiary Guarantor upon receipt of a request of the Company accompanied by an Officers’ exercise Certificate certifying as to the compliance with this Section 4.04. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article Four. (d) Upon the designation of their legal defeasance option a Subsidiary Guarantor, which is a Restricted Subsidiary, as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged an Unrestricted Subsidiary, in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating , such Subsidiary Guarantor to shall be an Unrestricted deemed automatically and unconditionally released and discharged from its Subsidiary in accordance with Guarantee and all obligations under this Article Four, without any further action required on the provisions set forth under Section 4.04 and part of the definition of “Unrestricted Subsidiary”; (vi) if Trustee or any Holder, provided that, such Subsidiary Guarantor no longer guarantees shall remain and be liable under its Subsidiary Guarantee and its obligations under this Article Four, notwithstanding its designation as an Unrestricted Subsidiary, if the Company provides written notice to the Trustee stating that such Subsidiary Guarantor shall remain and be liable under its Subsidiary Guarantee and its obligations under this Article Four. The Trustee shall execute any Reference Indebtedness documents reasonably requested by the Company or any Reference Indebtedness a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Four. Except as set forth in Article Three hereof and this Section 4.04, and such Subsidiary Guarantee nothing contained in this Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations Obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Twelve and its Subsidiary Guarantee without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;Article Twelve. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Company. The Trustee shall execute any such documents reasonably requested by the Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes, and such Subsidiary Guarantee under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a The Subsidiary Guarantee as to any of a Subsidiary Guarantor shall be automatically terminate and be unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person that is not an Affiliate of no further force the Company, of all of the Company's Capital Stock in, or effect all or substantially all the assets of such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited by this Indenture), (ii) the merger of such Subsidiary Guarantor into the Company or any other Restricted Subsidiary (provided the surviving Restricted Subsidiary assumes the Subsidiary Guarantee) or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture), or (iii) if applicable, the release or discharge of the guarantee which resulted in the creation of such Subsidiary Guarantee under Section 10.13 hereof, except a discharge or release by or as a result of payment under such guarantee. If, at any time while any of the Securities remain outstanding, none of the Company's then outstanding Indebtedness (other than the Securities) is guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor shall be deemed to be released automatically and unconditionally released, discharged from all and relieved of any obligations under this Article 10 upon: its Subsidiary Guarantee (i) a sale or other disposition of all or substantially all of the assets of which shall be terminated and cease to have any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any force and effect). Each Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option that is designated as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically this Indenture shall be released from all obligations under its Subsidiary Guarantee, Guarantee and related obligations set forth in this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such Subsidiary Guarantee shall thereupon terminate release upon receipt of a Company Request accompanied by an Officers' Certificate and be discharged and an Opinion of no further force and effect, upon Counsel certifying that such sale or other disposition was made by the merger or consolidation Company in accordance with the provisions of any this Indenture. Any Subsidiary Guarantor with not so released remains liable for the full amount of principal of (and into an Issuer or another Subsidiary Guarantor that is premium, if any, on) and interest on the surviving Person Securities as provided in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantorthis Article XIII.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released from its obligations under its Guarantee and discharged from all its obligations under this Article 10 uponAgreement: (i) upon any sale, exchange or transfer (including through merger or consolidation), to any Person that is not the Borrower or a sale Subsidiary of the Borrower of Capital Stock held by the Borrower and its Restricted Subsidiaries in, or other disposition of all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited by, and would not result in a Default under, this Agreement) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no longer constitute a Restricted Subsidiary of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture;Borrower, (ii) a sale in connection with the merger or other disposition consolidation of all of the capital stock of any such Subsidiary Guarantor permitted under with (a) the Borrower or (b) any other Subsidiary Guarantor (provided that in the case of this Indenture;clause (b) the surviving entity remains or becomes a Subsidiary Guarantor upon consummation thereof), (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person Borrower properly designates any Restricted Subsidiary that is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with this Agreement, (iv) upon a liquidation or dissolution or winding-up of such Subsidiary Guarantor not prohibited by this Agreement, (v) upon the provisions set forth release or discharge of the Indebtedness or guarantee that resulted in the creation of such Guarantee (and any other guarantee given as a result thereof), except a discharge or release by or as a result of payment under Section 4.04 and the definition of “Unrestricted Subsidiary”;such guarantee, or (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness upon the termination of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result Commitments and the payment in full of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guaranteeprincipal of, and such Subsidiary Guarantee shall thereupon terminate accrued and be discharged and of no further force and effectunpaid interest on, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary GuarantorLoans.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Company or a Restricted Subsidiary of the Company in a transaction constituting an Asset Sale in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article Five (in each case, other than to the Company or an Affiliate of the Company or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14, such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Twelve without any further action required on the part of the assets Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of any or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Guarantee as provided in this Indenture;Article Twelve. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 12.04, provided the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the definition of “Unrestricted Subsidiary”; (vi) if Company. The Trustee shall execute any such documents reasonably requested by the Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Notes and under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Company or a Subsidiary Guarantor shall automatically terminate and be of no further force the Company or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any such Subsidiary GuarantorGuarantor in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16, by way of merger, or upon the consolidation or otherwise permitted under this Indenture; merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (ii) a sale in each case, other than to the Company or other disposition of all an Affiliate of the capital stock of Company or a Subsidiary), or if any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 is dissolved or if the Issuers’ obligations under this Indenture are discharged liquidated in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating , such Subsidiary Guarantor to be an Unrestricted and each Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor that is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be also a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be deemed released from all obligations under its Subsidiary Guaranteethis Article Twelve without any further action required on the part of the Trustee or any Holder; provided, and however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Twelve. (b) The Trustee shall thereupon terminate deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and be discharged an Opinion of Counsel certifying as to the compliance with this Section 12.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates. The Trustee shall execute any documents reasonably requested by the Company or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Twelve. Except as set forth in Articles Four and Five and this Section 12.04, nothing contained in this Indenture or in any of no further force and effect, upon the Notes shall prevent any consolidation or merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything In the event that each other holder of Indebtedness of the Company or of any of the Company's Subsidiaries of which a Subsidiary Guarantor has guaranteed the payment thereof unconditionally releases a Subsidiary Guarantor of all of its obligations under such guarantee pursuant to a written agreement in form and substance satisfactory to the contrary in this Indenture, Trustee (other than a Subsidiary Guarantee as to any release resulting from payment under such guarantee) such Subsidiary Guarantor shall be automatically terminate and unconditionally released from all obligations under its Subsidiary Guarantee, provided that a release of a Subsidiary Guarantor may only be obtained under the circumstances described in this sentence if an Officers' Certificate to that effect has been delivered to the Trustee. (b) In addition, except in the case where the prohibition on transfer in Section 5.1 is applicable, upon the sale or disposition of no further force all (but not less than all) of the Capital Stock of a Subsidiary Guarantor by the Company or effect and a Subsidiary of the Company, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person (in each case, other than to the Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon:XI without any further action required on the part of the Trustee or any Holder, provided that each such Subsidiary Guarantor is sold or disposed of in accordance with Article V. (ic) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition Subsidiary Guarantor upon receipt of all or substantially all a request of the assets of any Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.4. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article XI. The Trustee shall execute any documents reasonably requested by way of merger, consolidation the Company or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) in order to evidence the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeGuarantee endorsed on the Securities and under this Article XI. Except as set forth in Articles IV and V and this Section 11.4, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Securities shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to If no Default or Event of Default exists or would exist under this Indenture upon the contrary in this Indenture, sale or disposition of all of the Capital Stock of a Subsidiary Guarantee as to any Guarantor by the Company or a Subsidiary of the Company in a transaction constituting an Asset Sale, the Net Cash Proceeds of which are applied in accordance with Section 4.15, or upon the consolidation or merger of a Subsidiary Guarantor shall automatically terminate with or into any Person in compliance with Article Five, such Subsidiary Guarantor and be each Subsidiary of no further force or effect and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all Ten and its Subsidiary Guarantee without any further action required on the part of the assets of Trustee or any Holder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, by way of mergeras applicable, consolidation shall remain or otherwise permitted be liable under its Subsidiary Guarantee as provided in this Indenture;. (iib) The Trustee shall deliver an appropriate instrument evidencing the release of a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company upon receipt of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited request by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Company or such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to be an Unrestricted Subsidiary in accordance the compliance with this Section 10.5, PROVIDED the provisions set forth under Section 4.04 and legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the definition of “Unrestricted Subsidiary”;Company. (vic) if The Trustee shall execute any such documents reasonably requested by the Company or a Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary Guarantee, whether or not endorsed on the Notes and such Subsidiary Guarantee under this Article Ten. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Subsidiary Guarantor as an entirety or consolidationsubstantially as an entirety to the Company or another Subsidiary Guarantor. Any Subsidiary Guarantor may cease to be a Subsidiary Guarantor, or upon and the liquidation or dissolution Subsidiary Guarantee of such Subsidiary Guarantor following will terminate at any time that the transfer Board of all of its assets to Directors designates such Subsidiary Guarantor as an Issuer or another Subsidiary Guarantor"Unrestricted Subsidiary," as provided below.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be released from its obligations under its Note Guarantee and discharged from all its obligations under this Article 10 uponIndenture and the Registration Rights Agreement: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock Equity Interests of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be then held by the Issuer and the Restricted Subsidiaries; or (2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary”;, respectively; or (vi3) if such Subsidiary Guarantor shall not guarantee any Indebtedness under any Credit Facility (other than if such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or under any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary Credit Facility as a result of payment under any foreclosure guarantee of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, such Indebtedness by any Subsidiary Guarantor); PROVIDED that a Subsidiary Guarantor will automatically shall not be permitted to be released from all 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. The Trustee shall execute an appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Issuers or such Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; PROVIDED, HOWEVER, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Issuers. Except as set forth in Articles Four and such Subsidiary Guarantee Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Issuers or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Issuers or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Any Guarantor shall be deemed to be automatically released and discharged from all relieved of any obligations under this Article 10 upon: its Guarantee, upon (i) a sale any sale, exchange, transfer, conveyance or other disposition of (whether by merger, consolidation or the sale of all of the capital stock of such Guarantor, or the sale of all or substantially all of such Guarantor’s assets, to or with and into a Person which is not the assets Company or another Subsidiary of any Subsidiary Guarantorthe Company; (ii) the release or discharge of such Guarantor from its guarantee of indebtedness giving rise to such Guarantee (including by reason of the termination of such indebtedness), except a discharge or release by way or as a result of merger, consolidation payment under such guarantees of other indebtedness; or otherwise (iii) Legal Defeasance or Covenant Defeasance as permitted under this Indenture; (ii) a sale Indenture or satisfaction and discharge of this Indenture with respect to all series of Securities which are Guaranteed hereunder in accordance with Section 9.01. Notwithstanding the foregoing, the Company shall not, directly or indirectly, sell or make any other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise or of their legal defeasance option as described under Section 8.04 all or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms substantially all of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party any Guarantor’s assets to a Qualified Real Estate Financing Facility if Person that is not a Subsidiary solely for the purpose of causing such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be released from its Guarantee. (b) Upon delivery by the Company to the Trustee of an Unrestricted Subsidiary in accordance with Officers’ Certificate to the provisions set forth under Section 4.04 effect that one of the foregoing requirements has been satisfied and the definition conditions to the release of “Unrestricted Subsidiary”; (vi) if a Guarantor under this Section 10.05 have been met, the Trustee at the Company’s expense shall execute any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness documents reasonably requested in order to evidence the release of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon interest on the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person Securities as provided in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantorthis Article Ten.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such A Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under its Note Guarantee and its obligations under this Article 10 uponIndenture: (i1) in the event of a sale or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) otherwise, or a sale or other disposition of all of the capital stock equity interests of any such Subsidiary Guarantor permitted under this Indenturethen held by the Company and the Subsidiaries; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi2) if any such Subsidiary Guarantor no longer guarantees Guarantees any Reference other Indebtedness of the Company or any Reference Subsidiary of the Company (except for Guarantees of other Indebtedness of the Company or any Subsidiary of the Company that are released contemporaneously with the release of such Subsidiary Guarantor’s Note Guarantee); (3) if such Subsidiary Guarantor is no longer outstandingbecomes a Foreign Subsidiary, Receivables Subsidiary or Captive Insurance Subsidiary; or (vii4) upon the applicable Subsidiary ceasing to be Company exercising its Legal Defeasance or Covenant Defeasance option in accordance with Article Eight or the Company’s obligations under this Indenture being discharged in accordance with Article Eight. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all its obligations under its Subsidiary GuaranteeNote Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05. Except as set forth in Articles Four and Five and this Section 11.05, and such Subsidiary Guarantee nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any Subsidiary a Guarantor with and or into an Issuer the Company or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger property of a Guarantor as an entirety or consolidation, or upon substantially as an entirety to the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, If a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be is sold or disposed of no further force (whether by merger, consolidation, the sale of its Capital Stock or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a the sale or other disposition of all or substantially all of its assets (other than by lease)) to a Person which is not the assets of any Company or a Restricted Subsidiary Guarantorand whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, by way of merger, consolidation or otherwise permitted such Subsidiary Guarantor shall be released from its obligations under this Indenture;its Subsidiary Guarantee if: (ii1) a the sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under is in compliance with this Indenture;, including Section 4.11 and Section 4.18; and (iii2) all the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) under all Credit Facilities and related documentation and any other agreements relating to any other indebtedness of the applicable Subsidiary ceasing to be Company or its Restricted Subsidiaries terminate upon consummation of such transaction. In addition, a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be released from all its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee, Guarantee and this Indenture upon receipt of a request by the Company or such Subsidiary Guarantee Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. Nothing contained in this Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an Issuer the Company (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to Upon the contrary in this Indenturesale, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company in compliance with this Section 1306 and Section 1013, or in the event all or substantially all of the assets of any a Subsidiary GuarantorGuarantor are sold, transferred or otherwise disposed of, by way of merger, consolidation or otherwise permitted under otherwise, to a Person that is not an Affiliate of the Company in compliance with this Indenture; Section 1306 and Section 1013 hereof, then such Subsidiary Guarantor (ii) or Person acquiring such assets in the event of a sale or other disposition of all of the capital stock assets of any such Subsidiary Guarantor permitted under this Indenture; (iiiGuarantor) the Issuers’ exercise shall be deemed automatically and unconditionally released from and discharged from all of their legal defeasance option as described under Section 8.04 or if the Issuers’ its obligations under this Indenture Article Thirteen and its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder; provided that, in the event such transaction constitutes an Asset Sale, the Net Proceeds of such sale, transfer or other disposition are discharged applied in accordance with Section 1013 hereof. (b) Any Subsidiary Guarantor that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (iv) Indenture may, at such Person is time, at the parent holding company option of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms Board of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoingDirectors, any Subsidiary Guarantor will automatically be released from all and relieved of its obligations under its Subsidiary Guarantee, and . The Trustee shall deliver an appropriate instrument evidencing such Subsidiary Guarantee shall thereupon terminate and be discharged and release upon receipt of no further force and effect, upon a Company Request accompanied by an Officers' Certificate certifying as to the merger or consolidation of any compliance with this Section 1306. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of and interest on the Securities as provided in its Subsidiary Guarantee. (c) Concurrently with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidationdefeasance of the Securities under Section 1202 hereof, or upon the liquidation or dissolution covenant defeasance of such the Securities under Section 1203 hereof, the Subsidiary Guarantor following the transfer of Guarantors shall be released from all of its assets to an Issuer or another their obligations under their Subsidiary GuarantorGuarantees under this Article Thirteen.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, A Guarantee by a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor the Notes shall be deemed to be automatically and unconditionally released and discharged from all obligations under this Article 10 upon: (i) (A) such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary of the Company in compliance with this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Subsidiary Guarantor (including by way of merger or consolidation) or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, or (B) the sale or other disposition in compliance with this Indenture of all or substantially all of the assets of any such Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any such Subsidiary Guarantor permitted ceasing to be a guarantor under this Indenturethe Term Loan Credit Agreement, except a discharge or release by or as a result of payment under such guarantee; (iii) the Issuers’ exercise of their the legal defeasance option as described or the covenant defeasance option under Section 8.04 ‎Section 9.02 or if the Issuers’ obligations of the Issuers under this Indenture are otherwise discharged in accordance with the terms of this Indenture;; or (iv) a release in accordance with ‎Article 10; Upon the release of any Guarantor in accordance with this Indenture, the Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the release and stating that such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by release complies with the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such this Indenture. Each Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance may consolidate with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge merge into or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of sell its assets to an Issuer or another Subsidiary GuarantorGuarantor without limitation, or with other Persons upon the terms and conditions set forth in ‎Section 6.01 of this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Subsidiary Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Subsidiary Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this ‎Section 11.06.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee Guaran-tee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Quali-fied Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary Subsidi-ary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Unre-stricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness Indebted-ness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in If no Default exists or would exist under this Third Supplemental Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a upon the sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise by either Issuer or a Restricted Subsidiary of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.15, or upon the terms of this Indenture; (iv) such Person is the parent holding company consolidation or merger of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to be the Issuer or an Affiliate of the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and second paragraph of the definition of “Unrestricted Subsidiary”; (vi) if ” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness and each Subsidiary of such Subsidiary Guarantor that is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be also a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be deemed released from all obligations under this Article XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Third Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee, and Guarantee as provided in this Article XI. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request by the Issuer or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.4, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under this Article XI. Except as set forth in Articles Four and Five and this Section 11.4, nothing contained in this Third Supplemental Indenture or in any of the Notes shall thereupon terminate and be discharged and prevent any consolidation or merger of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and or into an the Issuer or another Subsidiary Guarantor that is or shall prevent any sale or conveyance of the surviving Person in such merger or consolidation, or upon the liquidation or dissolution property of such a Subsidiary Guarantor following as an entirety or substantially as an entirety to the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: Upon (i) a sale the sale, exchange or transfer to any Person (other disposition of all or substantially all than an Affiliate of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (iiIssuer) a sale or other disposition of all of the capital stock Capital Stock of any a Subsidiary Guarantor permitted under owned directly or indirectly by the Issuer or any Restricted Subsidiary of the Issuer, (ii) the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; Indenture or (iii) the Issuers’ exercise defeasance or discharge of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged Securities in accordance with the terms of this Indenture; , such Subsidiary Guarantor's (ivor, in the case of clause (iii), each Subsidiary Guarantor's) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating Note Guarantee shall be automatically and unconditionally discharged and such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically shall be released from all obligations under its this Article XII without any further action required on the part of the Subsidiary GuaranteeGuarantor, and the Issuer, the Trustee or any Holder. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article XII. (b) The Trustee shall thereupon terminate and be discharged and deliver an appropriate instrument evidencing the release of no further force and effect, upon the merger or consolidation of any a Subsidiary Guarantor with and into an upon receipt of a request by the Issuer or another such Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.4; provided, however, that is the surviving Person legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in such merger or consolidation, or upon order to evidence the liquidation or dissolution release of such Subsidiary Guarantor following from its obligations under its Note Guarantee endorsed on the transfer of all of its assets to an Issuer or another Subsidiary GuarantorSecurities and under this Article XII.