Common use of Release of Guarantee Clause in Contracts

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (aNotwithstanding anything to the contrary in Section 3(d) Concurrently of this Exhibit A, in the event that any Subsidiary that has guaranteed the Company Obligations pursuant to Section 3(d) of this Exhibit A shall no longer be a guarantor of any Funded Debt of the Company other than the Company Obligations, and so long as no Default with respect to the payment in full of Company Obligations shall have occurred or be continuing, such Subsidiary, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be automatically released from all of its obligations in respect of the Guaranteed Company Obligations, and its guarantee thereof and this Agreement without further act or deed and such guarantee of such Subsidiary shall be terminated and of no further force or effect. Following the Guarantors receipt by the Trustee of any such notice, the Company shall cause this Agreement to be amended to evidence such release and termination; provided, however, that the failure to so amend this Agreement shall not affect the validity of the release and termination of such guarantee of such Subsidiary. Notwithstanding any other provisions of the Indenture, the Agreement or this Exhibit A, if at any time the Affiliate Guarantor does not guarantee any obligations of the Parent Guarantor or any of its Subsidiaries (including the Company) under any bank credit facility or any public debt instrument (other than pursuant to its Guarantee), then upon the Affiliate Guarantor giving written notice to the Trustee to the foregoing effect, the Affiliate Guarantor shall automatically be deemed to be released from its Guarantee and relieved all of their its obligations under this Article XIV. Upon the delivery by in respect of the Company to the Trustee of an Officers’ Certificate andObligations and shall no longer be a “Guarantor” hereunder. However, if requested by at any time after the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesAffiliate Guarantor is released from its Guarantee, the Trustee shall execute Affiliate Guarantor guarantees any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Parent Guarantor or any of its Subsidiaries (including the Company) under any bank credit facility or any public debt instrument, then the Affiliate Guarantor will (1) simultaneously therewith, automatically be deemed to be a “Guarantor” under the Agreement and have all obligations applicable to Guarantors under this the Agreement and (2) provide a Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as of the Guaranteed Company Obligations are paid in full, and the Guarantors shall enter into an amendment pursuant to this Guarantee, reasonably documentation satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for Upon the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of all the Capital Stock of such Guarantor, a merger of a Guarantor into another Person (by merger or otherwise) to a Person other than the Company or in the event the Senior Credit Facility any other Guarantor and which sale or disposition is otherwise terminated or refinanced without a guarantee from such Guarantorin compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article XIV; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (ai) Concurrently with the payment in full The Guarantee of a Guarantor relating to a series of Securities shall be released automatically and unconditionally, and such Guarantor shall be relieved of all of its obligations under its Guarantee of such Securities, (A) upon defeasance or discharge of such series of Securities as provided in Article 12 or Article 13 of this Indenture, (B) if for any reason, such Guarantor ceases to be a Subsidiary of the Guaranteed ObligationsCompany, or (C) in connection with any sale, disposition or transfer of all or substantially all of the Guarantors assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company. (ii) The Guarantee of a Guarantor relating to a series of Securities shall be released from automatically and unconditionally, and such Guarantor shall be relieved of their all of its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release its Guarantee of such obligations was made by Securities, in any additional circumstances provided in the Company in accordance with terms of the provisions Securities of such series established pursuant to Section 3.01 of this Indenture and the Debt any relevant supplemental indenture. (iii) At such time as a Guarantor’s Guarantee is released with respect to any series of Securities, the such Guarantor will no longer be considered a “Guarantor” of such series of Securities. (iv) The Trustee shall promptly execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery requested by the Company or applicable Guarantor relating to the Trustee a series of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required Securities in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for obligations under its Guarantee of the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security series; provided that the Trustee shall not be obligated to execute or deliver any document evidencing the release of a Guarantee pursuant to this Section 2.02(c) unless the Company has delivered an Officers’ Certificate or an Opinion of Counsel to the effect that such release is in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementIndenture.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Indenture Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVThirteen. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsobligations under this Guarantee. If any of the Guaranteed Indenture Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Indenture Obligations are paid in full, and the Guarantors each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant . This Guarantee shall terminate with respect to each Guarantor and shall be automatically and unconditionally released and discharged as provided in Section 2.2 for 1013(b). Each Guarantor shall be released from its obligations under this Indenture and its Guarantee if the Debt Securities Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (this Indenture or in connection with a sale any legal defeasance of the Capital Stock of such Guarantor, a merger Securities in accordance with Section 402. The release of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all its Guarantee and its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made Indenture in accordance with the provisions of this Indenture and Section 1314 shall not preclude the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release future applications of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (cSection 1013(a) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementPerson.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall Any Subsidiary Guarantor will automatically and unconditionally be released from and relieved of their all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (i) (for so long as any commitments remain outstanding under the 2010 Senior Facilities Agreement) at substantially the same time as its Guarantee of the Securities is terminated, the relevant Guarantor is, or has been, released from its guarantee of the 2010 Senior Facilities Agreement or is no longer a guarantor under the 2010 Senior Facilities Agreement; and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements. For purposes of this Article XIVclause, the amount of a Subsidiary Guarantor’s indebtedness for borrowed money shall not include (A) any Securities issued under this Indenture, the January 2009 Indenture, the October 2009 Indenture, the January 2013 Indenture, the January 2016 Indenture, the December 0000 Xxxxxxxxx or the May 2017 Indenture, (B) any other debt the terms of which permit the termination of the Subsidiary Guarantor’s guarantee of such debt under similar circumstances, as long as such Subsidiary Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the relevant series of Securities in respect of which its Subsidiary Guarantee is being terminated, and (C) any debt that is being refinanced at substantially the same time that the Subsidiary Guarantee of the relevant series of Securities in respect of which its Subsidiary Guarantee is being terminated, provided that any obligations of the Subsidiary Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the Subsidiary Guarantor’s indebtedness for borrowed money. If no commitments remain outstanding under the 2010 Senior Facilities Agreement, a Subsidiary Guarantor shall be entitled to terminate its Subsidiary Guarantee solely upon compliance with the conditions set out in Clause (iii) above. Upon the occurrence of the foregoing, upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by of the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of Parent Guarantor confirming such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesconditions are satisfied, the Trustee shall execute any documents reasonably required requested by the Parent Guarantor in order to evidence the release such release, discharge and termination in respect of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this applicable Subsidiary Guarantee shall be revived and reinstated as if this Any Subsidiary Guarantor with limitations on its Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall 209 will automatically and unconditionally be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of an Officers’ Certificate andno further force or effect, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required requested by the Parent Guarantor in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of release, discharge and interest on the Debt Securities as provided in this Article XIV. (c) With termination, with respect to any or all series of Debt SecuritiesSecurities issued under this Indenture, upon conversion in the event that the Parent Guarantor determines that under the rules, regulations or interpretations of the Commission such Subsidiary Guarantor would be required to include its financial statements in any registration statement filed with the Commission with respect to Securities or Guarantees issued hereunder or in periodic reports filed with or furnished to the Commission (by reason of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall limitations or otherwise). Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and relieved such Subsidiary Guarantee shall thereupon terminate and be discharged and of their obligations with respect to such Debt Security under this Article XIV. Upon such conversionno further force or effect, if so requested by a Guarantor, and the Trustee shall execute any documents reasonably required requested by the Parent Guarantor in order to evidence such release, discharge and termination, in the release event the Subsidiary Guarantor is no longer a Subsidiary of the Guarantors from their obligations. If any Parent Guarantor or disposes of all or substantially all of its assets to a Person who is not a Subsidiary of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementParent Guarantor.

Release of Guarantee. (a) Concurrently The Guarantee by SHI shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under a series of Guaranteed Securities and under this Indenture with respect to such series of Guaranteed Securities as follows, or as otherwise provided pursuant to Section 3.01: (i) the Company ceasing to be a Wholly-owned Subsidiary of SHI; (ii) the Company’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly-owned Subsidiary of SHI in accordance with Article VI of this Indenture and such transferee entity assumes the Company’s obligations under this Indenture; or (iii) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge with respect to such Guaranteed Securities, (iv) upon a liquidation or dissolution or winding-up of SHI, or (v) upon payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in fullprincipal of, and the Guarantors shall enter into an amendment to this Guaranteeaccrued and unpaid interest on, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementGuaranteed Securities. (b) Unless A Guarantee by a Guarantor that is a Subsidiary of the Company shall be automatically and unconditionally released from its obligations under its Guarantee and its obligations under a series of Guaranteed Securities and under this Indenture with respect to such series of Guaranteed Securities as follows, or as otherwise specified provided pursuant to Section 2.2 for the Debt Securities of any series, 3.01: (i) upon any sale, exchange or transfer (including through merger or consolidation), to any Person that is not a Wholly-owned Subsidiary of the Company of Capital Stock held by the Company and its Subsidiaries in, or all or substantially all the assets of, such Guarantor being released as such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a guarantor under Wholly-owned Subsidiary of the Senior Credit Facility Company, (ii) in connection with the merger or consolidation of such Guarantor with (i) the Company or (ii) any other Guarantor (provided that in the case of this clause (ii) the surviving entity remains or becomes a sale of Guarantor upon consummation thereof), (iii) upon the Capital Stock Legal Defeasance or Covenant Defeasance or satisfaction and discharge with respect to such Guaranteed Securities, (iv) upon a liquidation or dissolution or winding-up of such Guarantor, a merger or (v) upon payment in full of the principal of, and accrued and unpaid interest on, such Guaranteed Securities. The Trustee may execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all its obligations under its Guarantee and this Article XIV. Upon the delivery Indenture upon receipt of a request by the Company to the Trustee of or such Guarantor accompanied by an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel certifying as to the effect compliance with this Section 17.06; provided, however, that the transaction giving rise legal counsel delivering such Opinion of Counsel may rely as to the release matters of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest fact on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release one or more Officer’s Certificates of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementCompany.

Release of Guarantee. The Note Guarantee of a Subsidiary Guarantor shall terminate, and the Note Guarantee shall be automatically and unconditionally released and discharged, upon: (a1) Concurrently with a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the payment in full Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the properties and assets of the Guaranteed ObligationsSubsidiary Guarantor (other than to the Issuer or a Guarantor) otherwise permitted by this Indenture, (2) the release or discharge of such Subsidiary Guarantor’s obligations under the Credit Agreement and any other Credit Facility and such Subsidiary Guarantor’s guarantee in respect of other capital markets debt securities of the Issuer or any Guarantor, as applicable, that resulted in the Guarantors creation of such Note Guarantee other than, in each case, a release or discharge through payment thereon, (3) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8. The Note Guarantee of the Parent Guarantor shall terminate, and the Note Guarantee shall be automatically and unconditionally released from and relieved discharged, upon legal defeasance or discharge of their obligations under this the Notes, as provided in Article XIV8. Upon the delivery by the Company Issuer to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesforegoing effect, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Notes and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture, each of the Guarantors shall be released from and relieved of their its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesNotes, the Trustee shall execute any documents reasonably required in order to evidence the release of each of the Guarantors from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest, if any, on the Notes and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations principal of, premium, if any, and interest, if any, on the Notes and all other obligations of the Company under the Indenture are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant Notwithstanding anything in this Article Sixteen to Section 2.2 for the Debt Securities of contrary, concurrently with the time that any series, upon any Subsidiary Guarantor being released as ceases to be a guarantor under the Senior Credit Facility Subsidiary (in connection with a sale of the Capital Stock of other than by such Guarantor’s consolidation with, a or merger of a Guarantor into into, Xxxxxx Parent or another Person or otherwiseSubsidiary) or in the event the Senior Credit Facility is otherwise terminated such Subsidiary Guarantor conveys or refinanced without transfers its properties and assets substantially as an entirety to a guarantee from Person other than Xxxxxx Parent or another Subsidiary, then such Guarantor, such Subsidiary Guarantor shall be deemed released from all and relieved of its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a GuarantorSection 16.02(b), the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors such Subsidiary Guarantor from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of its obligations under this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.”

Release of Guarantee. (a) Concurrently The Note Guarantee of a Guarantor other than Holdings will automatically terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor, or the Capital Stock of the Guarantor such that the Guarantor is no longer a Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted or not prohibited by the Indenture, (2) the release of the Guarantees of all other Indebtedness by such Guarantor, unless at the time of such release a Default or Event of Default shall have occurred and be continuing under the Indenture; (3) the designation in accordance with the payment Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in full Section 8.01, Section 8.02 or Section 8.03. (b) In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by both Rating Agencies, and in connection therewith each Rating Agency received written information from the Company stating that the release of all of the Guaranteed ObligationsGuarantees (other than that by Holdings) will occur upon an Investment Grade rating, and no Default or Event of Default shall have occurred and be continuing under the Indenture on the date of such release, then, beginning on that date, the Guarantors shall (other than Holdings) will be automatically released from and relieved of their obligations under this Article XIV. the Guarantees; provided, however, that as soon as possible following a Reinstatement Date, each of the Company’s Restricted Subsidiaries who would have been required to Guarantee the Notes but for the foregoing, shall execute and deliver a supplemental indenture to the Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary. (c) Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesforegoing effect, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with Any Guarantor other than the payment in full of all of the Guaranteed Obligations, the Guarantors Parent Guarantor shall be released from entitled to terminate its Guarantee, and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required a release and termination agreement effecting such termination, in order to evidence the release event that (i) at substantially the same time as its Guarantee of the Guarantors Securities is terminated, the relevant Guarantor is, or has been, released from their obligations. If any its guarantee of the Guaranteed Obligations are revived 2010 Senior Facility Agreement and reinstated after the 2012 Facilities Agreement, or is no longer a guarantor under both the 2010 Senior Facility Agreement and the 2012 Facilities Agreement and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements. For purposes of this clause, the amount of a Guarantor’s indebtedness for borrowed money shall not include (A) any Securities issued under this Indenture, the January 0000 Xxxxxxxxx or the October 2009 Indenture, (B) any other debt the terms of which permit the termination of this Guaranteethe Guarantor’s guarantee of such debt under similar circumstances, then all as long as such Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the relevant series of Securities in respect of which its Guarantee is being terminated, and (C) any debt that is being refinanced at substantially the same time that the Guarantee of the relevant series of Securities in respect of which its Guarantee is being terminated, provided that any obligations of the Guarantors under this Guarantee Guarantor in respect of the debt that is incurred in the refinancing shall be revived and reinstated as if this included the calculation of the Guarantor’s indebtedness for borrowed money. Any Subsidiary Guarantor with limitations on its Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in fullpursuant to Section 209 shall be entitled to terminate its Guarantee, and the Guarantors Trustee shall enter into an amendment execute a release and termination agreement effecting such termination, with respect to any or all series of Securities issued under this Indenture, in the event that such Subsidiary Guarantor determines that under the rules, regulations or interpretations of the Commission such Subsidiary Guarantor would be required to include its financial statements in any registration statement filed with the Commission with respect to Securities or Guarantees issued hereunder or in periodic reports filed with or furnished to the Commission (by reason of such limitations or otherwise). Any Guarantor other than the Parent Guarantor shall be entitled to terminate its Guarantee, reasonably satisfactory to and the TrusteeTrustee shall execute a release and termination agreement effecting such termination, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility Guarantor is otherwise terminated or refinanced without no longer a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release Subsidiary of the Guarantors from their obligations. If any Parent Guarantor or disposes of all or substantially all of its assets to a Person who is not a Subsidiary of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementParent Guarantor.

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article 14 to the contrary, concurrently with the payment in full of all (i) the Principal Amount at Stated Maturity or such other amounts as cause the Indenture to cease to be of further effect pursuant to Section 8.01 of the Guaranteed ObligationsIndenture and (ii) all other obligations of the Company under this Indenture, the Guarantors Guarantor shall be released from and relieved of their its obligations under this Article XIV14. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Guarantor from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the Principal Amount, Issue Price, accrued Original Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, Liquidated Damages, if any, and interest, if any on the Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors Guarantor under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as such amounts on the Guaranteed Obligations Securities and all other obligations of the Company under the Indenture are paid in full, and the Guarantors Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with the payment in full of all All of the Guaranteed Obligations, the Guarantors Guarantees shall be released from when the Obligations (other than contingent expense reimbursement and relieved of their obligations under this Article XIV. Upon indemnification obligations) have been paid in full and the delivery by the Company Commitments have been terminated (subject to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company reinstatement in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementSection 8 above). (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon If any Guarantor being released as shall cease to be a guarantor under the Senior Credit Facility (in connection with a sale subsidiary of the Capital Stock Borrower or all or substantially all of such Guarantor, a merger the assets of a Guarantor into another are sold to a Person other than the Borrower or otherwise) or any of its Subsidiaries, in each case in a transaction not otherwise prohibited by the event the Senior Credit Facility is otherwise terminated or refinanced without Agreement (any such sale, a guarantee from such “Sale of Guarantor”), such Guarantor shall be deemed automatically released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andits Guarantee hereunder, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt SecuritiesAdministrative Agent shall, at the Trustee shall Borrower’s expense, execute any and deliver such documents as the Borrower may reasonably required in order request to evidence such release. Such release shall not require the release consent of such Guarantor from its obligations. Any Guarantor not so released remains liable for any Lender or the full amount Administrative Agent and the Administrative Agent shall be fully protected in relying on a certificate of principal of and interest on the Debt Securities Borrower as provided in this Article XIVto whether the foregoing conditions are satisfied. (c) With respect If the Borrower shall deliver a notice in writing to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released Administrative Agent electing to release a Guarantor from and relieved of their its obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee and certifying that, after giving effect to such release, there shall be revived and reinstated as if no Event of Default, then the Guarantor shall be automatically released from this Guarantee had not been terminated until hereunder with effect from the date of such time as the Guaranteed Obligations are paid in fullnotice, and the Guarantors Administrative Agent shall, at the at the Borrower’s expense, execute and deliver such documents as the Borrower may reasonably request to evidence such release. Such release shall enter into an amendment not require the consent of any Lender or the Administrative Agent and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to this Guarantee, reasonably satisfactory to whether the Trustee, evidencing such revival and reinstatementforegoing conditions are satisfied.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVTwelve. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for Upon (i) the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale all of the Capital Common Stock of such Guarantor, a Subsidiary Guarantor (by merger of a Guarantor into another Person or otherwise) to a Person other than the Company, ADT Limited or in the event the Senior Credit Facility another Restricted Subsidiary and which sale or disposition is otherwise terminated in compliance with the terms of this Indenture, or refinanced (ii) the unconditional and full release in writing of such Subsidiary Guarantor from all Indebtedness (including, without a guarantee from such Guarantorlimitation, Indebtedness under the New Bank Credit Agreement, but excluding any Permitted Non-Guarantor Indebtedness (other than Indebtedness specified in subparagraph (i) of the definition of "Permitted Non-Guarantor Indebtedness" or any renewals, extensions, substitutions or replacements thereof), such Subsidiary Guarantor shall be deemed released from all obligations under this Article XIVTwelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of the Company, ADT Limited or any Restricted Subsidiary shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to Twelve. This Indenture may be signed in any series number of Debt Securities, upon conversion counterparts each of such Debt Security in accordance with the provisions of Article XIII, the Guarantors which so executed shall be released from and relieved of their obligations with respect deemed to be an original, but all such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee counterparts shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, together constitute but one and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementsame Indenture.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVThirteen. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for Upon (i) the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale all of the Capital Common Stock of such Guarantor, a Subsidiary Guarantor (by merger of a Guarantor into another Person or otherwise) to a Person other than the Company, ADT Limited or in the event the Senior Credit Facility another Restricted Subsidiary and which sale or disposition is otherwise terminated in compliance with the terms of this Indenture, or refinanced without a guarantee (ii) the unconditional and full release in writing of such Subsidiary Guarantor from such Guarantorall Subordinated Indebtedness (other than Subordinated Indebtedness of the Company, ADT Limited or any other Restricted Subsidiary owing to ADT Limited, the Company or any other Wholly Owned Restricted Subsidiary, as the case may be), such Subsidiary Guarantor shall be deemed released from all obligations under this Article XIVThirteen; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of the Company, ADT Limited or any Restricted Subsidiary shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIVThirteen. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.ARTICLE FOURTEEN

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Debt Securities and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture, the Guarantors Cxxxxx Parent shall be released from and relieved of their its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Cxxxxx Parent from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors Cxxxxx Parent under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company under the Indenture are paid in full, and the Guarantors Cxxxxx Parent shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for . Deutsche Bank Trust Company Americas hereby accepts the Debt Securities of any seriestrusts in this Indenture declared and provided, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture terms and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVconditions hereinabove set forth. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Notes and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture, each of the Guarantors shall be released from and relieved of their its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesNotes, the Trustee shall execute any documents reasonably required in order to evidence the release of each of the Guarantors from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest, if any, on the Notes and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations principal of, premium, if any, and interest, if any, on the Notes and all other obligations of the Company under the Indenture are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant Notwithstanding anything in this Article Sixteen to Section 2.2 for the Debt Securities of contrary, concurrently with the time that any series, upon any Subsidiary Guarantor being released as ceases to be a guarantor under the Senior Credit Facility Subsidiary (in connection with a sale of the Capital Stock of other than by such Guarantor’s consolidation with, a or merger of a Guarantor into into, Cxxxxx Parent or another Person or otherwiseSubsidiary) or in the event the Senior Credit Facility is otherwise terminated such Subsidiary Guarantor conveys or refinanced without transfers its properties and assets substantially as an entirety to a guarantee from Person other than Cxxxxx Parent or another Subsidiary, then such Guarantor, such Subsidiary Guarantor shall be deemed released from all and relieved of its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a GuarantorSection 16.02(b), the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors such Subsidiary Guarantor from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of its obligations under this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.”

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors Any Subsidiary Guarantor shall be released from entitled to terminate its Subsidiary Guarantee, and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute a release and termination agreement effecting such termination, in the event that (i) (for so long as any documents reasonably required in order to evidence commitments remain outstanding under the release 2010 Senior Facility Agreement) at substantially the same time as its Guarantee of the Guarantors Securities is terminated, the relevant Guarantor is, or has been, released from their obligations. If any its guarantee of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as 2010 Senior Facility Agreement or is no longer a guarantor under the 2010 Senior Credit Facility Agreement; (in connection with a sale ii) (for so long as any commitments remain outstanding under the 2015 Senior Facilities Agreement) at substantially the same time as its Guarantee of the Capital Stock Securities is terminated, the relevant Guarantor is, or has been, released from its guarantee of the 2015 Senior Facilities Agreement or is no longer a guarantor under the 2015 Senior Facilities Agreement and (iii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements. For purposes of this clause, the amount of a Subsidiary Guarantor’s indebtedness for borrowed money shall not include (A) any Securities issued under this Indenture, the January 2009 Indenture, the October 0000 Xxxxxxxxx or the January 2013 Indenture, (B) any other debt the terms of which permit the termination of the Subsidiary Guarantor’s guarantee of such debt under similar circumstances, as long as such Subsidiary Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the relevant series of Securities in respect of which its Subsidiary Guarantee is being terminated, and (C) any debt that is being refinanced at substantially the same time that the Subsidiary Guarantee of the relevant series of Securities in respect of which its Subsidiary Guarantee is being terminated, provided that any obligations of the Subsidiary Guarantor in respect of the debt that is incurred in the refinancing shall be included the calculation of the Subsidiary Guarantor’s indebtedness for borrowed money. If no commitments remain outstanding under the 2010 Senior Facility Agreement or the 2015 Senior Facilities Agreement, a merger Subsidiary Guarantor shall be entitled to terminate its Subsidiary Guarantee solely upon compliance with the conditions set out in clause (iii) above. Any Subsidiary Guarantor with limitations on its Guarantee pursuant to Section 209 shall be entitled to terminate its Guarantee, and the Trustee shall execute a release and termination agreement effecting such termination, with respect to any or all series of a Securities issued under this Indenture, in the event that such Subsidiary Guarantor into another Person determines that under the rules, regulations or interpretations of the Commission such Subsidiary Guarantor would be required to include its financial statements in any registration statement filed with the Commission with respect to Securities or Guarantees issued hereunder or in periodic reports filed with or furnished to the Commission (by reason of such limitations or otherwise) or ). Any Subsidiary Guarantor shall be entitled to terminate its Subsidiary Guarantee, and the Trustee shall execute a release and termination agreement effecting such termination, in the event the Senior Credit Facility Subsidiary Guarantor is otherwise terminated or refinanced without no longer a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release Subsidiary of the Guarantors from their obligations. If any Parent Guarantor or disposes of all or substantially all of its assets to a Person who is not a Subsidiary of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementParent Guarantor.

Release of Guarantee. (a) Concurrently with the payment The Guarantor’s obligations hereunder shall, subject to clause (c) below, remain in full force and effect until all Guaranteed Obligations shall have been paid in full (other than contingent indemnification obligations as to which no claims have been asserted) and no Lender shall have any Commitment under, and no Letter of all of the Guaranteed ObligationsCredit shall remain outstanding under, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementCredit Agreement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities If at any time any payment of any seriesGuaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale bankruptcy or reorganization of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person Company or otherwise) or in , the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from Guarantor’s obligations hereunder with respect to such Guarantor, such Guarantor payment shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of reinstated as though such obligations was payment had been due but not made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of at such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVtime. (c) With If it shall come to pass that any Subsidiary Guarantor is a guarantor neither with respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations other Credit Facility nor with respect to such Debt Security under this Article XIV. Upon such conversionthe Senior Notes, if so requested by or any Subsidiary Guarantor shall cease to be a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release Subsidiary of the Guarantors from their obligations. If Parent, or all the assets of a Subsidiary Guarantor are sold to a Person other than the Parent or any of its Subsidiaries, in each case, in a transaction not otherwise prohibited by the Guaranteed Obligations are revived and reinstated after the termination Credit Agreement (any such sale, a “Sale of this GuaranteeGuarantor”), then all of the obligations of the Guarantors under this Guarantee such Subsidiary Guarantor shall be revived and reinstated as if this automatically released from its Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in fullhereunder, and the Guarantors Administrative Agent shall, at the Company’s expense, execute and deliver such documents as the Company may reasonably request to evidence such release. Such release shall enter into an amendment not require the consent of any Lender or the Administrative Agent and the Administrative Agent shall be fully protected in relying on a certificate of the Company or the Parent as to this Guarantee, reasonably satisfactory to whether the Trustee, evidencing such revival and reinstatementforegoing conditions are satisfied.

Release of Guarantee. (a) Concurrently with Notwithstanding anything to the payment contrary in full of all this ARTICLE II, if either of the Guaranteed ObligationsNew Guarantors (i) shall cease to be a Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable New Guarantor is giving a guarantee, the Guarantors date hereof, then if no Default or Event of Default shall have occurred and be continuing, the applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect (which notice the Trustee may rely conclusively upon without investigation), shall be deemed to be released from and relieved all of their its obligations under this Article XIVthe Indenture, and the EnLink Guarantees shall be of no further force or effect with respect to the applicable New Guarantor. Upon Following the delivery receipt by the Company to the Trustee of an Officers’ Certificate andany such notice, if requested by the TrusteeCompany shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, an Opinion however, that the failure to so amend the Indenture shall not affect the validity of Counsel the release and termination of the EnLink Guarantees with respect to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementapplicable New Guarantor. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any seriesIn addition, upon any Guarantor being released as a guarantor under (i) the Senior Credit Facility (in connection with a sale exercise of the Capital Stock legal defeasance or covenant defeasance option or the satisfaction and discharge of such Guarantorthe Indenture as provided in ARTICLES FOUR and FIFTEEN , respectively, of the Indenture with respect to a merger series of Currently Outstanding Securities, or (ii) a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantorseries of Currently Outstanding Securities ceasing to be Outstanding, such each New Guarantor shall be deemed to be released from all its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon series of Currently Outstanding Securities and the EnLink Guarantees of such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release series of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee Currently Outstanding Securities shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementof no further force or effect.

Release of Guarantee. The Note Guarantee of a Guarantor will terminate automatically upon: (a1) Concurrently with the payment in full any sale or other disposition of all or substantially all of the Guaranteed Obligationsassets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the Guarantors sale or other disposition is otherwise permitted by the Indenture; (2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition complies with Section 4.16 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, issuance or other disposition; (3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; (4) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets, in each case, in compliance with the applicable provisions of the Indenture; (5) in the event that such Guarantor was required to become a Guarantor under the provisions of the covenant described under “Additional Note Guarantees” by virtue of clause (ii) thereof, at such time as such Guarantor shall be released from and relieved cease to Guarantee any Indebtedness of their obligations under this the Company or any other Guarantor; or (6) upon legal defeasance, covenant defeasance or satisfaction or discharge of the Notes, as provided in Article XIV8. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel to the foregoing effect that the transaction giving rise to the release of such obligations was made by the Company and as required in accordance with the provisions of this Indenture Section 11.04 and the Debt SecuritiesSection 11.05 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with Notwithstanding anything to the payment contrary in full of all this ARTICLE II, if either of the Guaranteed ObligationsNew Guarantors (i) shall cease to be a Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable New Guarantor is giving a guarantee, the Guarantors date hereof, then if no Default or Event of Default shall have occurred and be continuing, the applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect (which notice the Trustee may rely conclusively upon without investigation), shall be deemed to be released from and relieved all of their its obligations under this Article XIVthe Indenture, and the EnLink Guarantees shall be of no further force or effect with respect to the applicable New Guarantor. Upon Following the delivery receipt by the Company to the Trustee of an Officers’ Certificate andany such notice, if requested by the TrusteeCompany shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, an Opinion however, that the failure to so amend the Indenture shall not affect the validity of Counsel the release and termination of the EnLink Guarantees with respect to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementapplicable New Guarantor. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any seriesIn addition, upon any Guarantor being released as a guarantor under (i) the Senior Credit Facility (in connection with a sale exercise of the Capital Stock legal defeasance or covenant defeasance option or the satisfaction and discharge of such Guarantorthe Indenture as provided in ARTICLES FOUR and FIFTEEN, respectively, of the Indenture with respect to a merger series of Currently Outstanding Securities, or (ii) a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantorseries of Currently Outstanding Securities ceasing to be Outstanding, such each New Guarantor shall be deemed to be released from all its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon series of Currently Outstanding Securities and the EnLink Guarantees of such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release series of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee Currently Outstanding Securities shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementof no further force or effect.

Release of Guarantee. (a) Concurrently with Notwithstanding any provision to the payment contrary contained herein or in full of all any other of the Guaranteed ObligationsLoan Documents or Swap Contracts, to the extent the Parent or any of its Subsidiaries issues any public debt securities (the “Public Debt”), and the initial purchasers of such Public Debt would not require Subsidiaries of the Parent (other than the Borrower) to guarantee such Public Debt but for the fact that such Guarantors are guarantors of this Agreement, the Borrower shall have the option to release such Guarantors shall be released (other than the Parent) (the “Released Subsidiaries”) from and relieved of their obligations under this Article XIVAgreement and the other Loan Documents to the extent that such Released Subsidiaries do not guaranty (a) such Public Debt (at the time of such release or in the future) or (b) the Existing Credit Agreement (at the time of such release or in the future) (it being understood that to the extent any such Released Subsidiary becomes a guarantor under either the Public Debt or the Existing Credit Agreement, they shall become a guarantor hereunder as required by and pursuant to the terms of Section 6.11). Upon the delivery by the Company Borrower to the Trustee Administrative Agent of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company Borrower in accordance with the provisions of this Indenture and the Debt SecuritiesAgreement, the Trustee Lenders shall execute any documents reasonably required in order to evidence the release of the Guarantors (other than the Parent) from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIVAgreement and the other Loan Documents. Upon the delivery by the Company It is understood and agreed that, to the Trustee of an Officers’ Certificate and, if requested by extent the Trustee, an Opinion of Counsel to Guarantors (other than the effect that the transaction giving rise to the release of such Parent) are released from their obligations was made in accordance with the provisions of under this Indenture Agreement and the Debt Securitiesother Loan Documents pursuant to this Section 11.08, the Trustee Parent shall execute any documents reasonably required in order to evidence the release of such remain a Guarantor from its obligations. Any Guarantor hereunder and shall not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their its obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, Agreement and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementother Loan Documents.

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Debentures; and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture, each of the Guarantors shall be released from and relieved of their its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesDebentures, the Trustee shall execute any documents reasonably required in order to evidence the release of each of the Guarantors from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest, if any, on the Debentures and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations principal of, premium, if any, and interest, if any, on the Debentures and all other obligations of the Company under the Indenture are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant Notwithstanding anything in this Article Sixteen to Section 2.2 for the Debt Securities of contrary, concurrently with the time that any seriesGuarantor, upon any Guarantor being released as other than Cxxxxx Parent, ceases to be a guarantor under the Senior Credit Facility Subsidiary (in connection with a sale of the Capital Stock of other than by such Guarantor’s consolidation with, a or merger of a Guarantor into into, Cxxxxx Parent or another Person or otherwiseSubsidiary) or in the event the Senior Credit Facility is otherwise terminated such Guarantor conveys or refinanced without transfers its properties and assets substantially as an entirety to a guarantee from such GuarantorPerson other than Cxxxxx Parent or another Subsidiary, then such Guarantor shall be deemed released from all and relieved of its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a GuarantorSection 16.02(b), the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors such Guarantor from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of its obligations under this Guarantee. JPMorgan Chase Bank, then all of N.A. hereby accepts the obligations of trusts in this Indenture declared and provided, upon the Guarantors under this Guarantee shall be revived terms and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementconditions hereinabove set forth.

Release of Guarantee. (a) Concurrently The Guarantee of each New Perrigo Guarantor shall be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon: (i) the consummation of any transaction permitted under the Indenture (including a sale, transfer, disposition or distribution of such New Perrigo Guarantor to a Person that is not the Parent Guarantor or one of its Subsidiaries) resulting in such New Perrigo Guarantor ceasing to be a Subsidiary; (ii) upon the merger or consolidation of any New Perrigo Guarantor with and into another New Perrigo Guarantor, the payment in full Company or the Parent Guarantor, or upon the liquidation of such New Perrigo Guarantor following the transfer of all of the Guaranteed Obligationsits assets to another New Perrigo Guarantor, the Guarantors shall be released from and relieved Company or the Parent Guarantor; (iii) the release or discharge of their obligations the guarantee by such New Perrigo Guarantor of all outstanding indebtedness under this Article XIV. Upon the delivery Credit Facilities; or (iv) the exercise by the Company of its legal defeasance option or covenant defeasance option pursuant to Article 13 of the Indenture or the discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture; and (b) such New Xxxxxxx Xxxxxxxxx delivering to the Trustee of an Officers’ Certificate and, if requested by of such New Xxxxxxx Xxxxxxxxx or the Trustee, Company and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in the Indenture relating to the effect that the such transaction giving rise to the or release of such obligations was made by the Company in accordance with the provisions and discharge have been complied with. For purposes of this Indenture and the Debt SecuritiesSection 4, the Trustee shall execute any documents reasonably required in order to evidence term “Credit Facilities” means the release term loan, revolving and other credit facilities under that certain Credit Agreement, dated April 20, 2022, among the Parent Guarantor, Perrigo Investments, LLC, as the Initial Borrower, the subsidiaries of the Guarantors from their obligations. If any of Parent Guarantor named therein as Designated Borrowers, the Guaranteed Obligations are revived lenders party thereto, X.X. Xxxxxx Xxxxx Bank, N.A., as Administrative Agent and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in fullCollateral Agent, and the Guarantors shall enter into an amendment to this GuaranteeJoint Lead Arrangers and Joint Bookrunners, reasonably satisfactory to the TrusteeSyndicate Agent and Co- Documentation Agents party thereto, evidencing such revival and, in each case, any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any seriesone or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, upon refund, supplement or refinance any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale part of the Capital Stock of loans, notes, other credit facilities or commitments thereunder, including any such Guarantorreplacement, a merger of a Guarantor into another Person refunding or otherwise) refinancing facility or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.indenture that

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery The Guarantee by the Company Guarantor will be automatically and unconditionally released and discharged with respect to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such Series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon: (a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b); (b) following the consummation of the GIP Transaction, upon any Guarantor being released as a guarantor under the Senior Credit Facility sale, exchange or transfer (in connection with a sale by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of such the Guarantor, after which the Guarantor is no longer a merger Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor (other than a Guarantor into another Person sale, exchange or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company transfer to the Trustee Issuer or a Subsidiary of an Officers’ Certificate andthe Issuer), in each case if requested by the Trusteesuch sale, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture and to the Debt Securities, extent required to be satisfied as of the Trustee shall execute any documents reasonably required in order to evidence date of the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV.transaction; (c) With respect upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to any series the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist; (d) the exercise by the Issuer of Debt Securities, upon conversion of such Debt Security its defeasance option in accordance with Article Thirteen hereof or the provisions discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article XIIIFour hereof, the Guarantors shall be released from and relieved of their obligations in each case, with respect to such Debt Security under the Securities of any series; provided that the Guarantee by the Guarantor shall only be released pursuant to this Article XIV. Upon such conversion, if Section 1605(d) with respect to the Securities of any series that have been so requested by a Guarantor, defeased or discharged; or (e) upon the Trustee shall execute any documents reasonably required in order to evidence the release substitution of the Guarantors from their obligations. If any of Issuer by the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid Guarantor in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementaccordance with Section 803.

Release of Guarantee. Section 1207 of the Original Indenture is replaced in its entirety by the following: (a) Concurrently with the payment in full of (i) the principal of and Interest on the Notes and (ii) all other obligations of the Guaranteed ObligationsCompany under this First Supplemental Indenture, the Guarantors Guarantor shall be released from and relieved of their its obligations under this Article XIV. X. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations the Guarantee was made by the Company in accordance with the provisions of this First Supplemental Indenture and the Debt SecuritiesNotes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Guarantor from their obligationsits obligations under the Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of and Interest on the Notes and all other obligations of the Company are revived and reinstated after the termination of this the Guarantee, then all of the obligations of the Guarantors Guarantor under this the Guarantee shall be revived and reinstated as if this the Guarantee had not been terminated until such time as the Guaranteed Obligations principal of and Interest on the Notes are paid in full, and the Guarantors Guarantor shall enter into an amendment to this the Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any The Guarantor being will be automatically and unconditionally released as a guarantor from its obligations under the Senior Credit Facility Guarantee and all its obligations under this First Supplemental Indenture with respect to the Notes (in connection with a i) upon the sale or other disposition by the Company of the Guarantor or all or substantially all of its assets (including by way of merger or consolidation or any sale, distribution or transfer or all of the Capital Stock of such the Guarantor) to a Person that is not a Subsidiary of the Company; (ii) if at any time all of the Guarantees that the Guarantor shall have provided in respect of any of the Company’s then outstanding senior convertible notes due 2037 or senior subordinated convertible notes due 2037 shall have been permanently terminated; (iii) if at any time, as a merger result of a Guarantor into another Person any transaction or otherwiseseries of related transaction, (1) or the Company and the Subsidiaries own, in the event aggregate, less than 20% of the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such outstanding shares of each class and series of then outstanding Capital Stock of the Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by and (2) the Company is no longer required to treat the Trustee Guarantor as a consolidated Subsidiary for purpose of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made its consolidated financial statements prepared in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVGAAP. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, to the extent (a) Concurrently with the payment in full Teva Acquisition Effective Date shall not have occurred and (b) the Parent or any of all its Subsidiaries issues any public debt securities (the “Public Debt”), and the initial purchasers of such Public Debt would not require Subsidiaries of the Guaranteed ObligationsParent (other than the Borrower) to guarantee such Public Debt but for the fact that such Guarantors are guarantors of this Agreement, the Borrower shall have the option to release such Guarantors shall be released (other than the Parent) (the “Released Subsidiaries”) from and relieved of their obligations under this Article XIVAgreement and the other Loan Documents to the extent that such Released Subsidiaries do not guaranty (i) such Public Debt (at the time of such release or in the future) or (ii) the Existing Credit Agreement (at the time of such release or in the future) (it being understood that to the extent any such Released Subsidiary becomes a guarantor under either the Public Debt or the Existing Credit Agreement, they shall become a guarantor hereunder as required by and pursuant to the terms of Section 6.11). Upon the delivery by the Company Borrower to the Trustee Administrative Agent of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company Borrower in accordance with the provisions of this Indenture and the Debt SecuritiesAgreement, the Trustee Lenders shall execute any documents reasonably required in order to evidence the release of the Guarantors (other than the Parent) from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIVAgreement and the other Loan Documents. Upon the delivery by the Company It is understood and agreed that, to the Trustee of an Officers’ Certificate andextent the Guarantors (other than the Parent) are released from their obligations under this Agreement and the other Loan Documents pursuant to this Section 11.08, if requested by the TrusteeParent shall remain a Guarantor hereunder and shall not be released from its obligations under this Agreement and the other Loan Documents. On and after the Teva Acquisition Effective Date, an Opinion of Counsel the Borrower shall no longer have the option to the effect that the transaction giving rise release any Guarantors pursuant to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVSection 11.08. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with the payment in full -------------------- of all of the Guaranteed Indenture Obligations, the Guarantors then RBC shall be released from and relieved of their its obligations under this Article XIVGuarantee. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if reasonably requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors RBC from their obligationsits obligations under this Guarantee. If any of the Guaranteed Indenture Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors RBC under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Indenture Obligations are paid in full, and the Guarantors RBC shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant This Guarantee shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to Section 2.2 for any Person not an Affiliate of the Debt Securities Company, of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale all of the Capital Stock of such Guarantorheld by the Company or any Subsidiary in, a merger of a Guarantor into another Person or otherwise) all or in substantially all the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantorassets of, such Guarantor shall be Subsidiary, which is in compliance with this Indenture or (ii) the release by the holders of the Indebtedness of the Company described in Section 1013(a) of the Indenture of their guarantee by such Subsidiary (including any deemed released from release upon payment in full of all obligations under this Article XIV. Upon the delivery by such Indebtedness), which release occurs at a time when (A) no other Indebtedness of the Company remains guaranteed by such subsidiary (other than pursuant to the Trustee of an Officers’ Certificate andPermitted Guarantees), if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid case may be, or (B) the holders of all such other Indebtedness which is guaranteed by such Subsidiary (other than pursuant to Permitted Guarantees) also release their guarantee by such Subsidiary (including any deemed release upon payment in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing full of all obligations under such revival and reinstatementIndebtedness).

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery The Guarantee by the Company Guarantor will be automatically and unconditionally released and discharged with respect to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon: (a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b); (b) following the consummation of the GIP Transaction, upon any Guarantor being released as a guarantor under the Senior Credit Facility sale, exchange or transfer (in connection with a sale by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of such the Guarantor, after which the Guarantor is no longer a merger Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor (other than a Guarantor into another Person sale, exchange or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company transfer to the Trustee Issuer or a Subsidiary of an Officers’ Certificate andthe Issuer), in each case if requested by the Trusteesuch sale, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture and to the Debt Securities, extent required to be satisfied as of the Trustee shall execute any documents reasonably required in order to evidence date of the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV.transaction; (c) With respect upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to any series the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist; (d) the exercise by the Issuer of Debt Securities, upon conversion of such Debt Security its defeasance option in accordance with Article Thirteen hereof or the provisions discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article XIIIFour hereof, the Guarantors shall be released from and relieved of their obligations in each case, with respect to such Debt Security under the Securities of any series; provided that the Guarantee by the Guarantor shall only be released pursuant to this Article XIV. Upon such conversion, if Section 1605(d) with respect to the Securities of any series that have been so requested by a Guarantor, defeased or discharged; (e) upon the Trustee shall execute any documents reasonably required in order to evidence the release substitution of the Guarantors from their obligations. If any Issuer by the Guarantor in accordance with Section 803; or (f) if the aggregate principal amount of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under outstanding BlackRock Existing Notes at any time is less than $1,000,000,000. The Guarantee will not be subject to release or revocation otherwise than as set forth in this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementIndenture.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery The Guarantee by the Company Guarantor will be automatically and unconditionally released and discharged with respect to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such Series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon: (a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b); (b) following the consummation of the GIP Transaction, upon any Guarantor being released as a guarantor under the Senior Credit Facility sale, exchange or transfer (in connection with a sale by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of such the Guarantor, after which the Guarantor is no longer a merger Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor (other than a Guarantor into another Person sale, exchange or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company transfer to the Trustee Issuer or a Subsidiary of an Officers’ Certificate andthe Issuer), in each case if requested by the Trusteesuch sale, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture and to the Debt Securities, extent required to be satisfied as of the Trustee shall execute any documents reasonably required in order to evidence date of the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV.transaction; (c) With respect upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to any series the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist; (d) the exercise by the Issuer of Debt Securities, upon conversion of such Debt Security its defeasance option in accordance with Article Thirteen hereof or the provisions discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article XIIIFour hereof, the Guarantors shall be released from and relieved of their obligations in each case, with respect to such Debt Security under the Securities of any series; provided that the Guarantee by the Guarantor shall only be released pursuant to this Article XIV. Upon such conversion, if Section 1605(d) with respect to the Securities of any series that have been so requested by a Guarantor, defeased or discharged; (e) upon the Trustee shall execute any documents reasonably required in order to evidence the release substitution of the Guarantors from their obligations. If any Issuer by the Guarantor in accordance with Section 803; or (f) if the aggregate principal amount of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such outstanding BlackRock Existing Notes at any time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementis less than $1,000,000,000.

Release of Guarantee. (a1) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b2) Unless otherwise specified pursuant to Section 2.2 for Upon the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale all of the Capital Common Stock of such Guarantor, a Subsidiary Guarantor (by merger of a Guarantor into another Person or otherwise) to a Person that is not an Affiliate of the Parent Guarantor and which sale or in the event the Senior Credit Facility disposition is otherwise terminated or refinanced without a guarantee from such Guarantorin compliance with the terms of this Indenture, such Subsidiary Guarantor shall be deemed released from all obligations under this Article XIVSixteen; provided however, that any such release upon such sale or disposition shall occur if and only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges or assets or other security interests which secure, indebtedness of the Company, the Parent Guarantor or any Subsidiary shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities Guaranteed Obligations as provided in this Article XIVSixteen. (c3) With respect to At any series of Debt Securitiestime, upon conversion the Company's request and without the consent of such Debt Security in accordance with the provisions of Article XIIIHolders, the Guarantors shall any Subsidiary Guarantor other than a Significant Subsidiary Guarantor may be released from and relieved of their all obligations with respect to such Debt Security under this Article XIV. Upon Sixteen, provided however, that any such conversion, release upon such request shall occur if so requested by a Guarantorand only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of indebtedness of the Company, the Trustee shall execute Parent Guarantor or any documents reasonably required in order to evidence the release other Subsidiary of the Guarantors from their obligations. If any Parent Guarantor shall also terminate at the time of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementrelease.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Guarantor Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVThirteen. Upon the delivery by the Company Issuer to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company Issuer in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsobligations under this Guarantee. If any of the Guaranteed Guarantor Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Guarantor Obligations are paid in full, and the Guarantors each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant . This Guarantee shall terminate with respect to each Guarantor and shall be automatically and unconditionally released and discharged as provided in Section 2.2 for 1013(c). Each Guarantor shall be released from its obligations under this Indenture, its Guarantee and the Debt Securities Security Documents to which it is a party if the Issuer designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (this Indenture or in connection with a sale any legal defeasance of the Capital Stock of such Guarantor, a merger Securities in accordance with Section 402. The release of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantorits Guarantee, such Guarantor shall be deemed released from all and its obligations under this Article XIV. Upon Indenture and the delivery by the Company Security Documents to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made which it is a party in accordance with the provisions of this Indenture and Section 1314 shall not preclude the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release future applications of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (cSection 1013(a) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementPerson.

Release of Guarantee. (a) Concurrently with the -------------------- payment in full of all of the Guaranteed ObligationsSecurities, the Guarantors shall be released from and relieved of their obligations under this Article XIVTwelve. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in fullagain terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for Upon the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of all the Capital Stock of such Guarantor, a merger of a Guarantor into another Person (by merger or otherwise) to a Person other than the Company or in the event the Senior Credit Facility any other Guarantor and which sale or disposition is otherwise terminated or refinanced without a guarantee from such Guarantorin compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article XIVTwelve; provided, however, that any such ----------------- termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt SecuritiesIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Debt Securities as provided in this Article XIVTwelve. (c) With respect to Nothing contained in this Indenture or in the Securities shall prevent any series consolidation or merger of Debt Securities, upon conversion of such Debt Security in accordance a Guarantor with or into the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Company or another Guarantor, or shall prevent the Trustee shall execute any documents reasonably required in order to evidence the release transfer of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all or substantially all of the obligations assets of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory a Guarantor to the TrusteeCompany or another Guarantor. Upon any such consolidation, evidencing merger, transfer or sale, the Guarantee of such revival and reinstatementGuarantor shall no longer have any force of effect.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for Upon the Debt Securities sale or disposition of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of all the Capital Stock of such Guarantor, a merger of a Guarantor into another Person (by merger or otherwise) to a Person other than the Company or in the event the Senior Credit Facility any other Guarantor and which sale or disposition is otherwise terminated or refinanced without a guarantee from such Guarantorin compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article XIV; provided, however, that any such termination -------- ------- upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently The Note Guarantee of a Guarantor other than Holdings will automatically terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor, or the Capital Stock of the Guarantor such that the Guarantor is no longer a Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted or not prohibited by the Indenture, (2) the release of the Guarantees of all other Indebtedness by such Guarantor, unless at the time of such release a Default or Event of Default shall have occurred and be continuing under the Indenture; (3) the designation in accordance with the payment Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in full Section 8.01, Section 8.02 or Section 8.03. (b) In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by both Rating Agencies, and in connection therewith each Rating Agency received written information from the Company stating that the release of all of the Guaranteed ObligationsGuarantees will occur upon an Investment Grade rating, and no Default or Event of Default shall have occurred and be continuing under the Indenture on the date of such release, then, beginning on that date, the Guarantors shall will be automatically released from and relieved of their obligations under this Article XIV. the Guarantees; provided that as soon as possible following a Reinstatement Date, Holdings and each of the Company’s Restricted Subsidiaries who would have been required to Guarantee the Notes but for the foregoing, shall execute and deliver a supplemental indenture to the Indenture providing for the reinstatement of the Note Guarantee by Holdings and a Subsidiary Guarantee by such Restricted Subsidiary. (c) Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesforegoing effect, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with Upon the payment in full completion of all of the Guaranteed Obligationsa Permitted Reorganisation involving a Released Guarantor, the Guarantors Security Agent shall be released from execute and relieved of their obligations under this Article XIV. Upon the delivery by the Company deliver to the Trustee of an Officers’ Certificate andReleased Guarantor all such documents as may be required to terminate and release that Guarantee and any Security Agreements executed by, if requested by or granting a Lien on the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture issued and the Debt Securitiesoutstanding shares of, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementReleased Guarantor. (b) Unless otherwise specified In the event that the completion of a Permitted Reorganisation would require the Security Agent to terminate and release the Guarantee of the Released Guarantor or the Security Agreements executed by, or granting a Lien on the issued and outstanding shares of, the Released Guarantor prior to or contemporaneously with the Permitted Reorganisation, the Facility Agent upon being satisfied that the appropriate arrangements have been made to fully maintain the Lien in favour of the Security Agent, if any, on all assets being transferred pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility Permitted Reorganisation (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or other than shares in the event the Senior Credit Facility is otherwise terminated Released Guarantor), shall terminate such Guarantee and Security Agreements prior to or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance contemporaneously with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required Permitted Reorganisation in order to evidence facilitate the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVcompletion thereof. (c) With respect In the event that a Guarantor transfers any shares or other assets to another Obligor pursuant to Clause 9.18(d) (Asset Dispositions, etc) (the “Transferee”) and as a result thereof the Guarantor no longer owns, directly or indirectly, any series assets forming part of Debt Securitiesany Material Projects, such Guarantor may by written notice to the Security Agent request that the Guarantee and all Security Agreements executed by, or granting a Lien on the issued and outstanding shares of, such Guarantor be terminated and released and, upon conversion of the Transferee executing and delivering all such Debt Security in accordance with further documents and doing all such further acts and things as the provisions of Article XIIIFacility Agent may reasonably require to fully maintain any Lien it may have on the transferred assets, the Guarantors Security Agent shall execute and deliver to the Released Guarantor all such documents as may be released from required to terminate and relieved of their obligations with respect to such Debt release the Guarantee and the Security under this Article XIV. Upon such conversionAgreements executed by, if so requested by or granting a GuarantorLien on the issued and outstanding shares of, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementReleased Guarantor.

Release of Guarantee. (ai) Concurrently with the payment in full The Guarantee of all of the Guaranteed Obligations, the Guarantors each Guarantor shall be released from automatically with respect to any series of Debt Securities upon discharge or defeasance of such series of Debt Securities as provided below under Article Four or Article Thirteen of this Indenture. (ii) The Guarantee of NNI will be automatically and unconditionally released and such Guarantor relieved of their any obligations under this Article XIV. Upon its Guarantee with respect to any series of Debt Securities upon the delivery by the Company occurrence of a Suspension Period. (iii) At such time as NNI’s Guarantee is released with respect to the Trustee any series of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, NNI will no longer be considered a “Guarantor” of such series of Debt Securities. Within 15 Business Days of the occurrence of a Reversion Date with respect to such series of Debt Securities, NNI will enter into a supplemental indenture in order to provide a Guarantee of such series of Debt Securities on the terms set forth herein. (iv) The Trustee shall promptly execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations. Any Guarantor obligations under its Guarantee; provided that the Trustee shall not so released remains liable for be obligated to execute or deliver any document evidencing the full amount release of principal a Guarantee pursuant this Section 203(b) unless the Issuer has delivered an Officers’ Certificate or an Opinion of and interest on Counsel to the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of effect that such Debt Security release is in accordance with the provisions of Article XIIIthis Indenture. Notwithstanding the foregoing, upon the Guarantors shall be released from occurrence of a Reversion Date, NNI hereby agrees to promptly execute and relieved deliver to Trustee a supplemental indenture guaranteeing such series of their obligations with respect Debt Securities on terms substantially similar to such Debt Security those under this Article XIV. Upon such conversion, if so requested by a Guarantor, NNI’s Guarantee in effect on the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination date of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementIndenture.

Release of Guarantee. (a) Concurrently Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Debt Securities and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture, the Guarantors Xxxxxx Parent shall be released from and relieved of their its obligations under this Article XIVSixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Xxxxxx Parent from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors Xxxxxx Parent under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company under the Indenture are paid in full, and the Guarantors Xxxxxx Parent shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for . Deutsche Bank Trust Company Americas hereby accepts the Debt Securities of any seriestrusts in this Indenture declared and provided, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture terms and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVconditions hereinabove set forth. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. The Note Guarantee of a Subsidiary Guarantor will terminate upon: (a1) Concurrently with a sale or other disposition (including by way of stock issuance, consolidation or merger) of the payment in full Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Guaranteed ObligationsSubsidiary Guarantor (other than to Parent, Holdings, the Guarantors shall Issuer or a Restricted Subsidiary) otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be released from and relieved a Restricted Subsidiary in accordance with this Indenture, (3) in the case of their obligations any Domestic Restricted Subsidiary that after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.10, the release or discharge of the Guarantee by such Restricted Subsidiary of Debt of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Debt, which resulted in the obligation to provide a Note Guarantee, except if the release or discharge is by or as a result of payment under this such other Guarantee, (4) defeasance or discharge of the Notes, as provided pursuant to Article XIV8, or (5) as otherwise provided in the Intercreditor Agreement. The Note Guarantee of Parent or Holdings will terminate upon defeasance or discharge of the Notes, as provided pursuant to Article 8. Upon the delivery by the Company Issuer to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesforegoing effect, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guarantors Guarantor from their obligationsits obligations under its Note Guarantee. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger Upon release of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without Note Guarantee of a guarantee from such Guarantor, such Guarantor shall will also be deemed immediately and unconditionally released from all its obligations under this Article XIVthe Second Lien Security Documents. Upon Notwithstanding the delivery by foregoing, neither the Company to consent nor the acknowledgment of the Trustee of an Officers’ Certificate and, if requested by shall be necessary to effect any such release. Neither the Trustee, an Opinion of Counsel the Issuer nor any Guarantor will be required to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest make a notation on the Debt Securities as provided in this Article XIVNotes to reflect any such release, termination or discharge. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. The Note Guarantee of a Guarantor will terminate automatically upon: (a1) Concurrently with the payment in full any sale or other disposition of all or substantially all of the Guaranteed Obligationsassets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the Guarantors sale or other disposition is otherwise permitted by the Indenture; (2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition complies with ‎Section 4.16 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, issuance or other disposition; (3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; (4) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets, in each case, in compliance with the applicable provisions of the Indenture; (5) in the event that such Guarantor was required to become a Guarantor under the provisions of the covenant described under “Additional Note Guarantees” by virtue of clause (ii) thereof, at such time as such Guarantor shall be released from and relieved cease to Guarantee any Indebtedness of their obligations under this Article XIVthe Company or any other Guarantor; or (6) upon legal defeasance, covenant defeasance or satisfaction or discharge of the Notes, as provided in ‎Article 8. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel to the foregoing effect that the transaction giving rise to the release of such obligations was made by the Company and as required in accordance with the provisions of this Indenture ‎Section 11.04 and the Debt Securities‎Section 11.05 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Indenture Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVThirteen. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsobligations under this Guarantee. If any of the Guaranteed Indenture Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Indenture Obligations are paid in full, and the Guarantors each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b. This Guarantee shall terminate with respect to each Guarantor and shall be automatically and unconditionally released and discharged as provided in Section 1013(b) Unless otherwise specified pursuant to or Section 2.2 for 1013(c), as the Debt Securities case may be. Each Guarantor shall be released from its obligations under this Indenture and its Guarantee if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (this Indenture or in connection with a sale any legal defeasance of the Capital Stock of such Guarantor, a merger Securities in accordance with Section 402. The release of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all its Guarantee and its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made Indenture in accordance with the provisions of this Indenture and Section 1314 shall not preclude the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release future applications of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (cSection 1013(a) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementPerson.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Indenture Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIVTwelve. The Guarantee may also be released in accordance with Article Eight or Section 1013(c). Upon the delivery by the Company Issuer to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the payment or transaction giving rise to the release of such obligations this Guarantee was made by the Company Issuer in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsobligations under this Guarantee. If any of the Guaranteed Indenture Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Indenture Obligations are paid in full, and the Guarantors each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, Guarantee evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant If a Subordinated Guarantor is the subject of a disposal following an Event of Default, the Subordinated Guarantee given by such Subordinated Guarantor and all liabilities (actual or contingent) thereunder are to Section 2.2 for be released on notice by the Debt Securities of any series, upon any Guarantor being released as a guarantor senior agent under the Senior Bank Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company Agreement to the Trustee to enable such Subordinated Guarantor to be disposed of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise relevant purchaser free of any liability to the Holders. Any such release of a Subordinated Guarantee will only be made if any corresponding guarantee of the lenders under the Bank Credit Agreement and all other obligations for or in respect of Designated Senior Debt or such obligations was Subordinated Guarantor are also released at the time of the relevant disposal and provided that such release is made in accordance with Clause 14.2 (Sales by Security Agent) of the provisions Intercreditor Deed attached hereto as Exhibit C. Section 1215. Execution of Guarantee. To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security 109 authenticated and delivered by the Trustee and that this Indenture and shall be executed on behalf of each Guarantor by its Chairman of the Debt SecuritiesBoard, the Trustee shall execute its President, its Chief Executive Officer, Chief Operating Officer or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest these officers on the Debt Securities as provided in this Article XIVmay be manual or facsimile. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of the Guarantor, in each case, to a person other than the Company or to a person that is not (either before or after giving effect to such transaction) a Subsidiary, then the Guarantor shall be automatically released and relieved of any obligations under this Indenture and the Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, such sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that a termination shall only occur to the extent that all obligations of the Guarantor in respect of any Indebtedness under all Credit Facilities of the Obligors and under all of the Guarantor's pledges of assets or other security interests which secured Indebtedness under such Credit Facilities shall also terminate upon such sale or disposition. (b) In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of the Guarantor to one or more persons that are (either before or after giving effect to such transaction) Subsidiaries, then the Guarantor shall be automatically released and relieved of any obligations under this Indenture and the Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, that sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that each such successor person shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations and covenants of the Guarantor under this Indenture and the Guarantee. (c) Notwithstanding anything in this Article XI to the contrary, concurrently with the payment or performance in full of (i) all amounts due and owing on all outstanding Securities and (ii) all other obligations of the Guaranteed ObligationsCompany under this Indenture and the Securities, the Guarantors Guarantor shall be released from and relieved of their from its obligations under this Article XIV. Upon the delivery by XI; provided that the Company shall have delivered to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations the Guarantee pursuant to this clause (c) was made by the Company in accordance with the provisions of this Indenture and the Debt Securities. If any of the obligations of the Company are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if such Guarantee had not been terminated until such time as all the amounts due and owing on all outstanding Securities are paid in full, and the Guarantor shall enter into an amendment to the Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate or an Officers' Certificate and an Opinion of Counsel, as applicable, to the effect of any of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Guarantor from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVGuarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with In the event that each holder of Designated Senior Debt under a Credit Facility unconditionally releases a Guarantor of all of its obligations under its guarantee of such other Indebtedness pursuant to a written agreement (other than a release resulting from payment in full under such guarantee), such Guarantor, on a date selected by the Company or the Guarantor, shall be unconditionally released from all of its obligations under its Subsidiary Guarantee. (b) In the event of a sale or other disposition of all of the Guaranteed Obligationsassets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Guarantors shall capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, or if the Company designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.17 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor or designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released from and relieved of their any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Article XIVIndenture, including without limitation Section 4.10 hereof. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations sale or other disposition was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesIndenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors any Guarantor from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this its obligations under its Subsidiary Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (bc) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Debt Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIV11. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. The Note Guarantee of a Subsidiary Guarantor shall terminate, and the Note Guarantee shall be automatically and unconditionally released and discharged, upon: (a1) Concurrently with a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the payment in full Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the Property of the Guaranteed ObligationsSubsidiary Guarantor (in each case other than to the Parent Guarantor or a Domestic Restricted Subsidiary) otherwise permitted by this Indenture; (2) the release or discharge of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement and any other Credit Facility and such Subsidiary Guarantor’s guarantee in respect of other capital markets debt securities of any Issuer or any Guarantor, as applicable, that resulted in the Guarantors creation of such Note Guarantee other than, in each case, a release or discharge through payment thereon; (3) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; or (4) defeasance or discharge of the Notes, as provided in Article 8. The Note Guarantee of the Parent Guarantor shall terminate, and the Note Guarantee shall be automatically and unconditionally released from and relieved discharged, upon defeasance or discharge of their obligations under this the Notes, as provided in Article XIV8. Upon the delivery by the Company Issuers to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securitiesforegoing effect, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIVobligations under its Note Guarantee. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Indenture Obligations, a satisfaction and discharge of this Indenture pursuant to Section 9.01 or a legal defeasance of this Indenture pursuant to Section 9.03, all of the Guarantors shall be released from and relieved of their obligations under this Article XIV10. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt SecuritiesNotes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Indenture Obligations of the Guarantors are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Indenture Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon Upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall automatically be deemed released from all obligations under this Article XIVGuarantee. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt SecuritiesNotes, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligationsobligations under this Guarantee. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities Indenture Obligations as provided in this Article XIV10. (c) With respect In the event that a Guarantor (the “predecessor Guarantor”) is merged or consolidated with another Person (other than the Company or another Guarantor) in a transaction where such other Person is the surviving entity (the “successor Guarantor”) and the successor Guarantor is a guarantor under the Senior Credit Facility, the Company shall cause the successor Guarantor to any series of Debt Securitiespromptly, upon conversion of such Debt Security in accordance by an indenture supplemental hereto complying with the provisions of Article XIIISection 8.01, executed and delivered to the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversiontrustee, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of expressly assume the obligations of the Guarantors under this Guarantee shall be revived predecessor Guarantor, just as fully and reinstated effectually as if such successor Guarantor had been an original party hereto. Thereafter, all obligations of the predecessor Guarantor shall terminate. Every such successor Guarantor, upon executing an indenture supplemental hereto as provided in this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid Section 10.14(c) in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably form satisfactory to the Trustee, evidencing shall succeed to and be substituted for predecessor Guarantor with the same effect as if it had been named herein as a Guarantor; and any order, certificate or resolution of the Board or officers of a Guarantor provided for in this Indenture may be made by like officials of such revival and reinstatementGuarantor.

Release of Guarantee. (a) Concurrently with Notwithstanding anything to the payment contrary in full of all this ARTICLE II, if either of the Guaranteed ObligationsNew Guarantors (i) shall cease to be a Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Existing Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable New Guarantor is giving a guarantee, on the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the Guarantors applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from and relieved all of their its obligations under this Article XIVthe Indenture, and the EnLink Guarantees shall be of no further force or effect with respect to the applicable New Guarantor. Upon Following the delivery receipt by the Company to the Trustee of an Officers’ Certificate andany such notice, if requested by the TrusteeCompany shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, an Opinion of Counsel to the effect however, that the transaction giving rise failure to so amend the release Indenture shall not affect the validity of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory EnLink Guarantees with respect to the Trustee, evidencing such revival and reinstatementapplicable New Guarantor. (b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any seriesIn addition, upon any Guarantor being released as a guarantor under (i) the Senior Credit Facility (in connection with a sale exercise of the Capital Stock legal defeasance or covenant defeasance option or the satisfaction and discharge of such Guarantorthe Indenture as provided in ARTICLES FOURTEEN and FOUR, respectively, of the Indenture with respect to a merger series of Currently Outstanding Securities, or (ii) a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantorseries of Currently Outstanding Securities ceasing to be Outstanding, such each New Guarantor shall be deemed to be released from all its obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV. (c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon series of Currently Outstanding Securities and the EnLink Guarantees of such conversion, if so requested by a Guarantor, the Trustee shall execute any documents reasonably required in order to evidence the release series of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee Currently Outstanding Securities shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementof no further force or effect.