Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Issuer or the Trustee is shall be required for the release of such Subsidiary Guarantor’s Guarantee, upon: (1i) any sale, exchange upon the sale or transfer other disposition (including by merger, wind-up, way of a consolidation or otherwisemerger) of such Subsidiary Guarantor; (ii) upon the Capital Stock sale or disposition of all or substantially all assets of such Subsidiary Guarantor; (iii) at such time as such Subsidiary Guarantor no longer guarantees any (including i) Credit Agreement or (ii) Material Capital Markets Debt of the Parent, the Issuer or any saleSubsidiary Guarantor; (iv) upon defeasance of the Notes, exchange or transfer), after which the applicable as provided under Article 8; (v) at such time as such Subsidiary Guarantor is no longer a Restricted Subsidiary; or (vi) as described under Article 9 in the case of Section 11.06(a)(1)(i) and (ii), other than to the Parent or a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;Parent; and (2) the release or discharge of the guarantee by such Subsidiary Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered delivering to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction release have been complied with. (b) At the written request of the Issuer, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) in the case of a Subsidiary Guarantor, any sale, exchange exchange, issuance, disposition or transfer (by merger, wind-upamalgamation, consolidation or otherwise) of (A) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or sale of (B) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2ii) in the case of a Subsidiary Guarantor, (A) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (B) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guaranteeguarantee or direct obligation (it being understood that, in each case, a release subject to a contingent reinstatement is still a release); (3iii) (A) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted this Indenture or (B) such Subsidiary Guarantor otherwise becoming an Excluded Subsidiary” hereunder; or; (4iv) (A) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (B) the discharge of the Issuer’s obligations under this Indenture being discharged (including pursuant to a satisfaction and discharge of this Indenture under Section 12.01 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (A) the merger, amalgamation, consolidation or winding up of any Guarantor with and into the Issuer or another Guarantor or a Restricted Subsidiary that becomes a Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof or (B) the dissolution or liquidation of any Guarantor permitted by the applicable provisions of this Indenture; (vi) as described under Article IX; provided that such Guarantor shall or (vii) upon the occurrence of a Covenant Suspension Event. (b) [Reserved]. (c) Notwithstanding any other provisions of this Section 11.06, any Guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. (d) The Issuer will have delivered to the Trustee right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of the Issuer or any Guarantor, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction have been complied withGuarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange exchange, issuance, disposition or transfer (by merger, wind-upamalgamation, consolidation consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or sale of (b) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2a) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of any Issuer or any Guarantor that resulted in the creation of such Guarantee, except or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guaranteeguarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release); (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunder; orthis Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (4) (a) the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the Issuer’s discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; (5) the merger, amalgamation or consolidation of any Guarantor with and into the Company, the Co-Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of a Covenant Suspension Event. Notwithstanding the foregoing, any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such Guarantor shall have delivered to documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate and an Opinion of Counsel, each stating Counsel compliant with Section 12.04 to the effect that all the conditions precedent provided for in to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.05. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction have been complied withGuarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. (a) A Note Guarantee by of a Guarantor shall will be automatically and unconditionally released (and discharged, thereupon shall terminate and be discharged and be of no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:force and effect): (1) in connection with any sale, exchange sale or transfer other disposition (including by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such the Guarantor (including any sale, exchange or transfer), after which the applicable such Guarantor is no longer a Restricted Subsidiary or of the Company, if the sale of all or substantially all the assets such Capital Stock of such Guarantor, which sale, exchange or transfer is made in compliance that Guarantor complies with the applicable provisions of this Indenture; (2) if the release or discharge of Company properly designates the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment an Unrestricted Subsidiary under such guaranteethis Indenture; (3) upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture that complies with the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with provisions under Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder8.02, Section 8.03 or Section 14.01, respectively; or (4) upon payment in full of the exercise by the Issuer aggregate principal amount of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s all Notes then outstanding and all other obligations under this Indenture being discharged and the Notes then due and owing. Upon any occurrence giving rise to a release of a Note Guarantee as specified above, the Trustee will, at the sole cost of the Company, execute any documents reasonably required in accordance with order to evidence or effect such release, termination and discharge in respect of such Note Guarantee. Neither the terms Company nor any Guarantor will be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge. Upon any release of this Indenture; provided that a Guarantor from its Note Guarantee, such Guarantor shall have delivered to also be released from its obligations under the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withSecurity Documents.

Release of Guarantees. (a) A Guarantee by a any Guarantor other than INC Research Intermediate shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (1A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, which provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee Guarantee by such Guarantor of the Senior Secured Credit Facility or the release or discharge of the Indebtedness that pursuant to Section 4.15 resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4D) the exercise by the Issuer of its exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 Section 8.02 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered and (2) the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. The Guarantee of INC Research Intermediate or any other direct or indirect parent company may be released at any time.

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) upon any sale, exchange sale or transfer other disposition (by merger, wind-upamalgamation, consolidation or otherwise) of (i) all or substantially all of the assets of that Guarantor or (ii) the Capital Stock of such Guarantor (including any saleGuarantor, exchange or transfer)in each case, after which the applicable such Guarantor is no longer a Restricted Subsidiary Subsidiary; provided, that such sale or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer other disposition is made in compliance with Section 3.6 or Article 9 hereof, as the applicable provisions of this Indenturecase may be; (2) if such Guarantor merges with and into the Company or another Guarantor, with the Company or such other Guarantor surviving such merger; (3) upon the exercise by the Company of its legal defeasance option in accordance with Section 11.1(c) hereof or its covenant defeasance option in accordance with Section 11.1(b) hereof or the discharge of the Company’s obligations under this Indenture as described in Section 11.1(a) hereof; or (4) upon the release or discharge of the guarantee by such Guarantor that resulted of indebtedness under the Credit Agreement, except, in the creation of such Guaranteeeach case, except a discharge or release by or as a result of payment under such guarantee; guarantee (3) it being understood that a release subject to a contingent reinstatement is still a release, and that, if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided extent that such Guarantor shall have delivered would then be required to provide a Guarantee pursuant to the Trustee an Officer’s Certificate and an Opinion provisions of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withSection 3.12 hereof).

Release of Guarantees. A Guarantor’s Guarantee (aand any Guarantee provided pursuant to Section 4.13) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, the Guarantor that granted such Guarantee shall be automatically and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, uponunconditionally released from its obligations and liabilities thereunder and hereunder: (1a) upon any sale, exchange sale or transfer disposition of (by merger, wind-up, consolidation or otherwisei) of the Capital Stock of a Guarantor following which such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all of the properties and assets of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2transaction) the release Issuer, a Restricted Subsidiary or discharge any Affiliate of the guarantee by such Issuer and that complies with Section 4.09 and the Guarantor that resulted in the creation of such Guarantee, except ceases to be a discharge or release by or Restricted Subsidiary as a result of payment under such guaranteethe sale or disposition; (3b) upon the designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or; (4c) upon legal defeasance under Section 8.02, covenant defeasance under Section 8.03 or satisfaction and discharge under Section 8.05, except as to those obligations which expressly survive any satisfaction and discharge; (d) in the exercise circumstances set forth in Section 5.01(b); (e) as allowed by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged Nine; (f) in accordance with the terms Intercreditor Agreement or any additional intercreditor agreement; and (g) in connection with any redress liability management exercise pursuant to clause (xiv) of the definition of Asset Sales or clause (q) of the definition of Permitted Investments. Each Guarantor agrees, and each Holder by accepting a Note agrees, that the provisions of this Indenture; provided that Section 10.03 are for the benefit of and enforceable by the holders of such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withGuarantor.

Release of Guarantees. (a) A The Secured Note Guarantee by of a Guarantor shall will be automatically and unconditionally released (and discharged, thereupon shall terminate and be discharged and be of no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, force and effect) upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2a) the release or discharge of the guarantee Indebtedness of or Guarantee by such Guarantor Subsidiary that resulted in the creation of such Guarantee, except Secured Note Guarantee pursuant to Section 4.07(a) (or would have resulted in the creation of a Secured Note Guarantee pursuant to Section 4.07(a) had such Secured Note Guarantee not already been in place) other than a discharge or release by or of (1) a Guarantee as a result of payment under such guaranteeGuarantee or (2) Indebtedness as a result of the acceleration of such Indebtedness due to a default or event of default under the terms thereof; (3b) the designation a sale or other disposition (including by way of any consolidation or merger) of Capital Stock of such Subsidiary such that such Subsidiary is no longer a Domestic Restricted Subsidiary that of the Company, if such sale or other disposition is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise not prohibited by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (c) if such Subsidiary was not required to create a Secured Note Guarantee pursuant to Section 4.07(a) but did so at its option, upon the request by such Subsidiary of release at any time; provided that after giving effect to such Guarantor shall have delivered release, the Company would be in compliance with the covenant set forth in Section 4.07; (d) upon the Company exercising the legal defeasance option, or the Company‟s obligations under the Indenture being discharged, in accordance with Article 8; or (e) upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations (other than contingent liabilities for which no claim has been asserted). Upon written direction of the Company and delivery by the Company to the Trustee of an Officer’s Officers‟ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for the Trustee or the Collateral Agent, as applicable, will execute any documents reasonably requested by the Company in this Indenture relating order to evidence or effect the release of any Subsidiary from its obligations under its Secured Note Guarantee. Upon any release of a Subsidiary from its Secured Note Guarantee, such transaction have been complied withSubsidiary shall also be released, without any further action by such Subsidiary or the Company, from its Notes Obligations under the Security Documents.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) in the case of a Subsidiary Guarantor, any sale, exchange exchange, issuance, disposition or transfer (by merger, wind-upamalgamation, consolidation or otherwise) of (A) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or sale of (B) all or substantially all of the assets of such Guarantor (including to the Issuer or another Guarantor), which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2ii) in the case of a Subsidiary Guarantor, (A) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or any Guarantor, or (B) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except except, in each case, a discharge or release by or as a result of payment under such guaranteeguarantee or direct obligation (it being understood that, in each case, a release subject to a contingent reinstatement is still a release); (3iii) (A) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted this Indenture or (B) such Subsidiary Guarantor otherwise becoming an Excluded Subsidiary” hereunder; or; (4iv) (A) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (B) the discharge of the Issuer’s obligations under this Indenture being discharged (including pursuant to a satisfaction and discharge of this Indenture under Section 12.01 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (A) the merger, amalgamation, consolidation or winding up of any Guarantor with and into the Issuer or another Guarantor or a Restricted Subsidiary that becomes a Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof or (B) the dissolution or liquidation of any Guarantor permitted by the applicable provisions of this Indenture; (vi) as described under Article IX; provided or (vii) upon the occurrence of a Covenant Suspension Event. (b) A Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Senior Credit Facilities or other First Lien Obligations that such Guarantor shall resulted in the Subsidiary Guarantor’s obligation to guarantee the Notes or other exercise of remedies in respect thereof in accordance with any Intercreditor Agreement. (c) Notwithstanding any other provisions of this Section 11.06, any Guarantee by a Parent Company (other than Holdings) may be automatically and unconditionally released and discharged for any reason. (d) The Issuer will have delivered to the Trustee right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of the Issuer or any Guarantor, and an Opinion is not otherwise required by the applicable terms of Counsel, each stating that all conditions precedent provided for in this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction have been complied withGuarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (a) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (b) all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor The Lenders hereby irrevocably agree that any Restricted Subsidiary shall be automatically and unconditionally released and dischargedfrom the Guarantees under the Guarantee Agreement upon consummation of any transaction permitted hereunder resulting in such Restricted Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary. The Lenders hereby authorize the Administrative Agent to, and no further action by such Guarantorthe Administrative Agent will at the sole cost and expense of the Borrower or applicable Loan Party, the Issuer execute and deliver any instruments, documents, and agreements necessary or the Trustee is required for desirable to evidence and confirm the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of Guarantee pursuant to the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable foregoing provisions of this Indenture;paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Guarantee shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the release contrary contained herein or discharge any other Loan Document, when all Obligations (other than contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not cash collateralized or back-stopped in a manner satisfactory to the applicable Issuing Bank and the Issuing Banks have no further obligation to issue or amend Letters of Credit, upon request of the guarantee by Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Credit Party) take such Guarantor that resulted in actions as shall be required to release all obligations under any Loan Document, whether or not on the creation date of such Guarantee, except a discharge release there may be any contingent or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s indemnification obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withnot then due.

Release of Guarantees. (a) A Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, exchange exchange, transfer or transfer other disposition (by merger, wind-upconsolidation, consolidation amalgamation, dividend, distribution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all of the assets of such Guarantor, which in each case, if such sale, exchange exchange, transfer or transfer other disposition is made in compliance with not prohibited by the applicable provisions of this IndentureIndenture and, unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s obligations in accordance with Section 9.04; (2ii) the release merger, consolidation or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation amalgamation of any Restricted Subsidiary that is Guarantor with and into the Company, or upon the liquidation of a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and following the definition transfer of “Unrestricted Subsidiary” hereunderall of its assets to the Company; or (4iii) the exercise merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person , if such merger, consolidation or amalgamation is not prohibited by the Issuer applicable provisions of its Legal Defeasance option or Covenant Defeasance option this Indenture and such Subsidiary expressly assumes such Guarantor’s obligations in accordance with Article 8 hereof or Section 9.04; and (B) the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that Company and such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor Guarantor, if any, shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) upon any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after following which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Subsidiary) which sale, exchange or transfer is made in compliance with not prohibited by the applicable provisions of this Indenture; (2B) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16 hereof, upon the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) except in the case of any Parent Guarantor, upon the designation of any Restricted Subsidiary of the Parent that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or; (4D) upon the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s discharge of the Issuers’ obligations under this Indenture being discharged Indenture, in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered or (E) in accordance with the European ABL Intercreditor Agreement. Upon delivery by the Issuers to the Trustee of an Officer’s Certificate and an Opinion to the effect that such release complies with this Indenture, the Trustee will execute any documents reasonably requested by the Issuers or such Guarantor in order to evidence the release of Counselany Guarantor from its obligations under its Guarantee (but, each stating that all conditions precedent provided for the avoidance of doubt, no such document or evidence shall be required hereunder in this Indenture relating order to effect such transaction have been complied withrelease).

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2b) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4d) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Issuer Issuers or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (1) (A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Subsidiary Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit Facility or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4D) the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered and (2) the Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.”

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) in the case of a Subsidiary Guarantor, any sale, exchange exchange, issuance, disposition or transfer (by merger, wind-upamalgamation, consolidation consolidation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Subsidiary Guarantor, which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the applicable provisions of this IndentureIndenture (including any amendments thereof); (2b) in the case of a Subsidiary Guarantor, the release or discharge of the such other guarantee by such Guarantor or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guaranteeguarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof; (3c) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof this Indenture or the Issuer’s obligations under this Indenture being discharged occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in accordance compliance with the terms applicable provisions of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.;

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (1A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, which in each case if such sale, exchange or transfer is made in compliance with the applicable provisions of this IndentureIndenture and the Guarantor is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities; (2B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunderthis Indenture; or (4D) the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the Issuer’s discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate of such Guarantor and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2b) the release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4d) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, exchange exchange, transfer or transfer other disposition (by merger, wind-upconsolidation, consolidation amalgamation, dividend, distribution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all of the assets of such Guarantor, which in each case, if such sale, exchange exchange, transfer or transfer other disposition is made in compliance with not prohibited by the applicable provisions of this IndentureIndenture and, unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s obligations in accordance with Section 9.04; (2ii) the release merger, consolidation or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation amalgamation of any Restricted Subsidiary that is Guarantor with and into the Company, or upon the liquidation of a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and following the definition transfer of “Unrestricted Subsidiary” hereunderall of its assets to the Company; or (4iii) the exercise merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person , if such merger, consolidation or amalgamation is not prohibited by the Issuer applicable provisions of its Legal Defeasance option or Covenant Defeasance option this Indenture and such Subsidiary expressly assumes such Guarantor's obligations in accordance with Article 8 hereof or Section 9.04; and (B) the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that Company and such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facility or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4D) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, exchange exchange, disposition or transfer (by merger, wind-upamalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (y) all or substantially all the assets of such Guarantor, which in each case if such sale, exchange exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2ii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; guarantee (3it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); Table of Contents (iii) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms applicable provisions of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.or

Release of Guarantees. (a) A The Guarantee by a of any Subsidiary Guarantor shall be automatically and unconditionally released and dischargedreleased, and no without any further action by such Guarantor, required on the Issuer or part of the Trustee is required for the release of such Guarantor’s Guarantee, uponor any Holder: (1i) upon any sale, exchange sale or transfer other disposition (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including to any sale, exchange or transfer), after Person which the applicable Guarantor is no longer not a Restricted Subsidiary or sale of the Company of all of the Company’s Capital Stock in such Subsidiary Guarantor, provided that such sale or substantially all the assets disposition of such Guarantor, which sale, exchange or transfer Capital Stock is made otherwise in compliance with the applicable provisions terms of this Indenture;; or (2ii) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) upon the designation of any such Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that . (b) Upon the release by the lenders under the Credit Agreement (including any future refinancings thereof) of all guarantees of any Guarantor of or relating to the Credit Agreement and all Indebtedness thereunder, such Guarantor shall have delivered be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder; provided, however, that any such release shall occur only to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating extent that all conditions precedent provided for in this Indenture obligations of such Guarantor under all of its guarantees of or relating to the Credit Agreement (including any future refinancings thereof) and all Indebtedness thereunder shall also be released and if any payment is made by the Company or any Guarantor to the lenders under the Credit Agreement in connection with any such transaction have been complied withrelease, a pro rata payment shall be made to the Holders based on the ratio of the outstanding principal amount of the Notes to the maximum amount which could be borrowed under the Credit Agreement. (c) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.04.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or Issuers, the Trustee or any Holder is required for the release of such Guarantor’s Guarantee, upon: (i) if (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) all of the Capital Stock of Equity Interests issued by such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all of the assets of such Guarantor, which sale, exchange Guarantor are sold or transfer is made in compliance with the applicable provisions otherwise disposed of this Indenture; (including by way of merger or consolidation) to a Person other than an Issuer or a Guarantor or (2) such Guarantor ceases to be a Restricted Subsidiary, in each case in a transaction that complies with this Indenture; or (ii) upon (1) payment in full in cash of the release or principal of, premium, if any, and accrued and unpaid interest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then due and payable, (2) a satisfaction and discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge this Indenture pursuant to Section 11.01 hereof or release by or as a result of payment under such guarantee; (3) the designation occurrence of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof pursuant to Sections 8.02 or 8.03. (b) In the Issuer’s obligations under this Indenture being discharged in accordance with the terms case of a release of a Guarantee pursuant to clause (a) of this Indenture; provided that such Guarantor Section 10.06, the Issuers shall have delivered deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withwith in all material respects. At the request and at the expense of the Issuers, the Trustee shall execute and deliver any instrument evidencing such release.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (a) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (b) all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guaranteeguarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. In the event that any released Guarantor (in the case of clauses (2) and (3) above) thereafter borrows money or guarantees Indebtedness under the Senior Credit Facilities or guarantees any other Indebtedness of the Issuer or the Guarantors, such former Guarantor shall again provide a Guarantee.

Release of Guarantees. A Guarantor’s Guarantee (aand any Guarantee provided pursuant to Section 4.13) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, the Guarantor that granted such Guarantee shall be automatically and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, uponunconditionally released from its obligations and liabilities thereunder and hereunder: (1a) upon any sale, exchange sale or transfer disposition of (by merger, wind-up, consolidation or otherwisei) of the Capital Stock of a Guarantor following which such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all of the properties and assets of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2transaction) the release Issuer, a Restricted Subsidiary or discharge any Affiliate of the guarantee by such Issuer and that complies with Section 4.09 and the Guarantor that resulted in the creation of such Guarantee, except ceases to be a discharge or release by or Restricted Subsidiary as a result of payment under such guaranteethe sale or disposition; (3b) upon the designation of any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or; (4c) upon legal defeasance under Section 8.02, covenant defeasance under Section 8.03 or satisfaction and discharge under Section 8.05, except as to those obligations which expressly survive any satisfaction and discharge; (d) in the exercise circumstances set forth in Section 5.01(b); (e) as allowed by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged Nine; (f) in accordance with the terms Intercreditor Agreement or any additional intercreditor agreement; and (g) In connection with any redress liability management exercise pursuant to clause (xiv) of the definition of Asset Sales or clause (q) of the definition of Permitted Investments. Each Guarantor agrees, and each Holder by accepting a Note agrees, that the provisions of this Indenture; provided that Section 10.03 are for the benefit of and enforceable by the holders of such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withGuarantor.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and dischargeddischarged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Issuer Borrower or the Trustee is Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, assignment, transfer, conveyance, exchange or transfer other disposition (by merger, wind-upamalgamation, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such GuarantorGuarantor (other than by lease); provided that, which in each of the foregoing cases, (x) such sale, assignment, transfer, conveyance, exchange or transfer other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7 (it being understood that only such portion of the applicable provisions Net Available Cash as is required to be applied on or before the date of this Indenturesuch release in accordance with Section 2.8(c) is to be applied in accordance therewith at such time) and (y) all the obligations of such Guarantor under all Consolidated Debt of LGEC terminate upon consummation of such transaction; (2ii) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Subsidiary; (iii) in compliance the case of any Guarantor which has provided a Guarantee in LGEC’s discretion and which does not or, substantially contemporaneously with Section 4.07 hereof and the release, will not Guarantee any Material Indebtedness of the Borrower, LGEC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) in the case of any Guarantor which meets the definition of “Unrestricted an Excluded Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered , delivery to the Trustee Administrative Agent of an Officer’s Certificate certifying thereto, and an Opinion requesting the release of Counsel, each stating that all conditions precedent the Guarantees provided for in this Indenture relating to by such transaction have been complied withGuarantor; and (v) the Termination Date.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (1i) any direct or indirect sale, exchange or other transfer (by merger, wind-up, consolidation or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable to a person that is not an Issuer or a Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (2ii) the release or discharge of the guarantee by such Guarantor that of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3iii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4iv) the exercise by the Issuer of its Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged in accordance with Article 11; and (b) the terms of this Indenture; provided that such Guarantor shall have delivered Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; or (c) the consent of Holders of a majority in aggregate principal amount of the outstanding Notes. Upon delivery by Uniti to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the foregoing conditions has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Release of Guarantees. (a) A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: (1a) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2b) the release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4d) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) in the case of a Subsidiary Guarantor, any sale, exchange exchange, issuance disposition or transfer (by merger, wind-upamalgamation, consolidation consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or sale of (y) all or substantially all the assets of such Subsidiary Guarantor, which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture (including any amendments thereof); (2b) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the New Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; guarantee or direct obligation (3) it being understood that a release subject to a contingent reinstatement will constitute a release for the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms purposes of this Indenture; provided provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor shall have delivered would then be required to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating provide a Guarantee pursuant to such transaction have been complied with.Section 4.15 hereof);

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange exchange, issuance, disposition or transfer (by merger, wind-upamalgamation, consolidation consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or sale of (b) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), which in each case if such sale, exchange exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2) (a) the release or discharge of the guarantee by by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of any Issuer or any Guarantor that resulted in the creation of such Guarantee, except or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guaranteeguarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release); (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunder; orthis Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (4) (a) the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or (b) the Issuer’s discharge of the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; (5) the merger, amalgamation or consolidation of any Guarantor with and into the Company, the Co-Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of a Covenant Suspension Event. Notwithstanding the foregoing, any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such Guarantor shall have delivered to documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate and an Opinion of Counsel, each stating Counsel compliant with Section 12.04 to the effect that all the conditions precedent provided for in to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.05. (b) The Company will have the right, upon delivery of an Officer’s Certificate and an Opinion of Counsel to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of an Issuer or Guarantor, and is not otherwise required by the applicable terms of this Indenture relating to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such transaction have been complied withGuarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (1i) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (A) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (B) all or substantially all the assets of such Guarantor, which in each case if such sale, exchange or transfer is made in compliance with the applicable provisions of this IndentureAgreement and the Guarantor is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities; provided that such Guarantor does not guarantee any other Indebtedness of the Borrower; (2ii) the release or discharge of the guarantee by such Guarantor of the Indebtedness that resulted in the creation obligation to guarantee the Loans; provided that such Restricted Subsidiary does not guarantee any other Indebtedness of such Guarantee, except a discharge or release by or as a result of payment under such guaranteethe Borrower; (3iii) upon the dissolution of such Guarantor; provided that no Default or Event of Default has occurred and is continuing; or (iv) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunderthis Agreement; orand (4b) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered delivering to the Trustee Administrative Agent an Officer’s Certificate of the Borrower and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture Agreement relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary (in the case of Subsidiary Guarantors) or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2ii) the release or discharge of the guarantee by such Guarantor that of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3iii) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in in, compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunderhereof; or (4iv) the exercise by the Issuer of exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (b) delivery by such Guarantor shall have delivered to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.. 87

Release of Guarantees. Notwithstanding any other provision of this Indenture, any Subsidiary Guarantee (aand all Liens securing the same and such Restricted Subsidiary’s obligations under the other Senior Secured Note Documents) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, discharged without any act on the Issuer or the Trustee is required for the release part of such Guarantor’s Guarantee, any Person upon: (1a) any salesuch Subsidiary ceasing to be a Restricted Subsidiary, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor to any Person that is no longer not a Restricted Subsidiary of the Company, of all of the Equity Interests in (including through merger or sale of consolidation), or all or substantially all the assets of of, such Guarantor, Restricted Subsidiary (which sale, exchange or transfer is made not prohibited by this Indenture) or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, in compliance each case, in accordance with the applicable provisions terms of this Indenture; (2b) the release or discharge of the guarantee by such Guarantor Guarantee that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunderGuarantee; or (4c) the exercise by the Issuer Issuers of its Legal Defeasance their legal defeasance or covenant defeasance option as described under Article 8 or Covenant Defeasance option if the Issuers’ obligations under this Indenture are discharged in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with14.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2b) the release or discharge of the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4d) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Company, the Trustee or the Trustee Collateral Agent is required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, exchange exchange, transfer or transfer other disposition (by merger, wind-upconsolidation, consolidation amalgamation, dividend, distribution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all of the assets of such Guarantor, which in each case, if such sale, exchange exchange, transfer or transfer other disposition is made in compliance with not prohibited by the applicable provisions of this Indenture; Indenture and, (2a) the release or discharge of the guarantee by such Guarantor that resulted in the creation of case the transferee Person is not the Company or a Subsidiary, such Guaranteesale, except a discharge exchange, transfer or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that other disposition is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof 3.10 or (b) unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s obligations in accordance with Section 9.04; (ii) the merger, consolidation or amalgamation of any Guarantor with and into the definition Company, or upon the liquidation of “Unrestricted Subsidiary” hereundera Guarantor following the transfer of all of its assets to the Company; or (4iii) the exercise merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person, if such merger, consolidation or amalgamation is not prohibited by the Issuer applicable provisions of its Legal Defeasance option or Covenant Defeasance option this Indenture and such Subsidiary expressly assumes such Guarantor’s obligations in accordance with Article 8 hereof or Section 9.04; and (B) the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that Company and such Guarantor shall have delivered delivering to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.

Release of Guarantees. (a) A Guarantee by a Any Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release relieved of such Guarantor’s any obligations under this Guarantee, uponin the event that: (1a) any the sale, exchange disposition or other transfer (by merger, wind-up, consolidation including through merger or otherwiseconsolidation) of all of the Capital Stock of such Guarantor (including or any sale, exchange disposition or transfer), after other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary) or sale of all or substantially all of the assets of the applicable Guarantor if such Guarantor, which sale, exchange disposition or other transfer is made in compliance with the applicable provisions of this Indenture; (2b) upon the release merger or discharge consolidation of any Guarantor with and into the guarantee by Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor that resulted in following the creation transfer of such Guarantee, except a discharge all of its assets to the Company or release by or as a result of payment under such guaranteeanother Guarantor; (3c) the designation of any Restricted Subsidiary that is a such Guarantor as becomes an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Excluded Subsidiary” hereunder; or (4d) if the exercise by Company discharges the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered Section 3.01. Upon delivery to the Trustee of an Officer’s Certificate and an Opinion of CounselCounsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, each stating that all conditions precedent including without limitation, to the extent applicable, Section 4.18, the Trustee shall execute any documents reasonably required in order to evidencethe release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under this Guarantee shall remain liable for the full amountof principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided for in this Indenture relating to such transaction have been complied withArticle 13.

Release of Guarantees. (a) A Guarantee by a Guarantor Guarantor, if any, shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1a) upon any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after following which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, Subsidiary) which sale, exchange or transfer is made in compliance with not prohibited by the applicable provisions of this Indenture; (2b) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16 hereof, upon the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or[Reserved]; (4d) upon the exercise by discharge of the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged Indenture, in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered or (e) in accordance with the European ABL Intercreditor Agreement. Upon delivery by the Issuers to the Trustee of an Officer’s Certificate and an Opinion of CounselCounsel to the effect that such release complies with this Indenture, each stating that all conditions precedent provided the Trustee will execute any documents reasonably requested by the Issuers or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Guarantee (but, for the avoidance of doubt, no such document or evidence shall be required hereunder in this Indenture relating order to effect such transaction have been complied withrelease).

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and dischargeddischarged from its obligations under its Guarantee, this Credit Agreement and the Fundamental Documents to which it is a party, and no further action by such Guarantor, the Issuer Borrower or the Trustee is Administrative Agent shall be required for the release of such Guarantor’s Guarantee, upon: (1i) any sale, assignment, transfer, conveyance, exchange or transfer other disposition (by merger, wind-upamalgamation, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale any sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially all the assets of such GuarantorGuarantor (other than by lease); provided that, which in each of the foregoing cases, (x) such sale, assignment, transfer, conveyance, exchange or transfer other disposition is made in compliance with this Credit Agreement, including Section 7.6 and 7.7 (it being understood that only such portion of the applicable provisions Net Available Cash as is required to be applied on or before the date of this Indenturesuch release in accordance with Section 2.8(c) is to be applied in accordance therewith at such time) and (y) all the obligations of such Guarantor under all Consolidated Debt of LGEC terminate upon consummation of such transaction; (2ii) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Subsidiary; (iii) in compliance the case of any Guarantor which has provided a Guarantee in LGEC’s discretion and which does not or, substantially contemporaneously with Section 4.07 hereof and the release, will not Guarantee any Material Indebtedness of the Borrower, LGEC’s delivering notice to the Administrative Agent of its election to release such Guarantor from its Guarantee; (iv) in the case of any Guarantor which meets the definition of “Unrestricted an Excluded Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered , delivery to the Trustee Administrative Agent of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withcertifying thereto; and (v) the Termination Date.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers, the Agents or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, which in each case, to a Person that is not the Issuers or a Guarantor if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee by such Guarantor of all its Indebtedness under the Senior Credit Facilities and the Existing Notes or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance accordance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunder; orthis Indenture; (4D) the exercise by the Issuer Issuers of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (E) upon the liquidation or dissolution of such Guarantor; provided that such Guarantor shall have delivered no Default or Event of Default has occurred and is continuing; and (ii) the Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) any sale, exchange or transfer (by merger, wind-up, consolidation merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of Subsidiary), if such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee by such Guarantor that of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance accordance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunderin Section 1.01 hereof; or (4D) the exercise by the Issuer of its Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (1i) any direct or indirect sale, exchange or other transfer (by merger, wind-up, consolidation or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable to a person that is not an Issuer or a Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, Guarantor which sale, exchange or transfer is made in compliance with a manner not in violation of the applicable provisions of this Indenture; (2ii) the release or discharge of the guarantee by such Guarantor that of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3iii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4iv) the exercise by the Issuer of its Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s Issuers’ obligations under this Indenture being discharged in accordance with Article 11; and (b) the terms of this Indenture; provided that such Guarantor shall have delivered Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; or (c) the consent of Holders of a majority in aggregate principal amount of the outstanding Notes. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the foregoing conditions has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Release of Guarantees. (a) A Guarantee of the Notes by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, consolidation, amalgamation, wind-upup liquidation, consolidation dissolution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), other than to a Subsidiary of the Company, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of Company, if such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of Company exercising its Legal Defeasance option or Covenant Defeasance legal defeasance option in accordance with Article 8 hereof Section 4.2(2) of the Base Indenture or covenant defeasance option in accordance with Section 4.2(3) of the Base Indenture or the IssuerCompany’s obligations under this the Indenture being discharged in accordance with the terms of this the Indenture; provided ; (3) the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor shall have delivered following the transfer of all or substantially all of its assets to the Company or another Guarantor; and (b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this the Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Guarantee All of the guarantees contained in Section 2.1 will be released when the Loans and all Secured Obligations (other than Unasserted Contingent Obligations) and obligations (other than Unasserted Contingent Obligations) under or in respect of the Specified Hedge Agreements have been paid in full and all commitments to extend credit under the Loan Documents have terminated (the “Discharge of Guaranteed Obligations”). (b) So long as no Default or Event of Default has occurred or would occur as a result thereof, if all the capital stock of a Subsidiary Guarantor or all the assets of a Subsidiary Guarantor are sold to a Person other than the Borrower or one of its Subsidiaries in a transaction permitted by the Credit Agreement (any such sale, a “Sale of Subsidiary Guarantor”) or upon a Subsidiary Guarantor shall be automatically and unconditionally released and dischargedbecoming an Unrestricted Subsidiary in accordance with Section 6.14 of the Credit Agreement (any such event, and no further action by such Guarantoran “Unrestricted Subsidiary Designation”), the Issuer or Collateral Agent shall release such Subsidiary Guarantor from the Trustee is required for the release of such Guarantor’s Guarantee, upon:guarantee granted hereunder. (1c) In addition to any salerelease permitted by subsection (b), exchange or transfer (by merger, wind-up, consolidation or otherwise) the Collateral Agent may release any guarantee granted hereunder with the prior written consent of the Capital Stock Required Lenders in accordance with Section 10.1 of such Guarantor (including the Credit Agreement; provided that any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale release of all or substantially all the assets guarantees granted hereunder shall require the consent of such Guarantor, which sale, exchange or transfer is made in compliance with all the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied withLenders.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) any sale, exchange exchange, disposition or transfer (by merger, wind-up, consolidation merger or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary Subsidiary, or sale of (y) all or substantially all the assets of such Guarantor, Guarantor which sale, exchange exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this IndentureSections 4.10(a)(1) and (2); (2B) the release or discharge of the guarantee by such Guarantor that of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4D) the exercise by the Issuer of its exercising Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered and (2) the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, discharged upon: (1A) any sale, exchange exchange, disposition or transfer (by merger, wind-up, consolidation merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, which in each case if such sale, exchange exchange, disposition or transfer is made in compliance with the applicable provisions of this IndentureIndenture and the Guarantor is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities; (2B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guaranteeguarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (3C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunderthis Indenture; or (4D) the exercise by the Issuer of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 VIII hereof or the discharge of the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.and

Release of Guarantees. (a) A Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1A) any sale, exchange exchange, disposition or transfer (by merger, wind-upconsolidation, consolidation dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer)Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, which sale, exchange or transfer is in each case made in compliance with the applicable provisions of this Indenture; (2B) the release or discharge of the guarantee by such Guarantor of (i) Indebtedness under the Senior Credit Facilities (except (x) a discharge or release by or as a result of payment under such guarantee and (y) if such Guarantor is otherwise an obligor, co-obligor or jointly liable under any Senior Credit Facility) or (ii) such other guarantee that resulted in the creation of such Guarantee, Guarantee (except a discharge or release by or as a result of payment under such guarantee); (3C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition applicable provisions of “Unrestricted Subsidiary” hereunderthis Indenture; or (4D) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that and (2) such Guarantor shall have delivered delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction release have been complied with.

Release of Guarantees. (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, Guarantee upon: (1) any direct or indirect sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of (ii) all or substantially all the assets of such Guarantor, whether or not such Guarantor is the surviving Person in such transaction, to a Person which is not the Issuer or a Restricted Subsidiary; provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with a manner that is not prohibited by the applicable provisions of this Indenture; (2) the release or discharge of such Guarantor from the guarantee by such Guarantor of Indebtedness that resulted in the creation obligation of such GuaranteeGuarantor to guarantee the Notes (including the Senior Credit Facilities), except a discharge or release by or as a result of payment under such guarantee; (3) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture. Upon request of the Issuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder; provided that such Guarantor shall have the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Release of Guarantees. (a) A Each Guarantee by a Guarantor (other than the Guarantee by Parent except pursuant to clause (iv) below) shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1i) (A) any sale, exchange exchange, disposition or transfer (by merger, wind-upamalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale (y) all of all or substantially all the assets of such GuarantorGuarantor or (B) consummation of any other transaction following which such Guarantor is no longer a Restricted Subsidiary, which in each case if such sale, exchange exchange, disposition, transfer or transfer other transaction is made in compliance with the applicable provisions of this Indenture; (2ii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; guarantee (3) it being understood that a release subject to a contingent reinstatement is considered a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided extent that such Guarantor shall have delivered would then be required to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating provide a Guarantee pursuant to such transaction have been complied with.Section 4.15 hereof);