Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon the release, release or discharge or reclassification of any Indebtedness or any other the guarantee by such Guarantor which gave rise to of the requirement Credit Agreement or such other Indebtedness that resulted in the creation of such Guarantor to guarantee the Notes exceptNote Guarantee, with respect to a guarantee, except a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Issuer and the Restricted Subsidiaries; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary; (3) upon if such Guarantor is released from or otherwise ceases to guarantee any Credit Facility of the release, discharge or reclassification of any Indebtedness Issuer or any other guarantee by such Guarantor which gave rise to Guarantor; (4) in the requirement event of such Guarantor to guarantee the Notes exceptdefeasance or discharge of this Indenture as described under Sections 9.01, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee9.02 and 9.03; or (45) upon the exercise dissolution of the legal defeasance option such Guarantor, provided no Default or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, Event of Default has occurred that is continuing. Upon delivery by the Issuer has delivered to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor from its Note Guarantee under this Section 10.06 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indentureif: (1i) in all of the event of dissolution assets of such GuarantorGuarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01); (2ii) if all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of to any Person other than the Issuer or a Restricted Subsidiary in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary (or otherwise ceases to be a Subsidiary, Restricted Subsidiary (including by way of liquidation or merger)) in accordance compliance with the provisions terms of this Indenture, when it first ceases to be a SubsidiaryIndenture (including Section 4.15); (3iv) upon the release, discharge Issuer exercises its Legal Defeasance option or reclassification of any Indebtedness Covenant Defeasance option as described under Section 9.02 or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteeSection 9.03; or (4v) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the all obligations under this Indenture are discharged in accordance with the terms hereof, of this Indenture as described under Section 9.01 and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall will be automatically and unconditionally released from its obligations under its Note Unconditional Guarantee and its obligations under this Indentureupon the occurrence of any of the following: (1i) in the event sale, exchange, transfer or other disposition (other than to any other Guarantor or the Authority) to any Person that is not required to become a Guarantor of dissolution all of the Capital Stock of (including by way of merger or consolidation), or all or substantially all the assets of, such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of this Indenture, when it first the Note Purchase Agreement; (ii) such Guarantor otherwise ceases to be a SubsidiarySubsidiary of the Authority in a transaction permitted by the Note Purchase Agreement; (3iii) upon the release, discharge or reclassification of any Indebtedness or such Guarantor ceases to guarantee any other guarantee by such Guarantor which gave rise Indebtedness of the Authority or ceases to the requirement be obligated on other Indebtedness in excess of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee$50.0 million; or (4iv) upon the exercise designation of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, such Guarantor as applicable, or if the obligations under this Indenture are discharged an Unrestricted Subsidiary in accordance with the terms hereofprovisions of the Note Purchase Agreement; provided, and in each such case, the Issuer Authority has delivered to the Trustee Noteholders an Officer’s Certificate or an Opinion certifying (i) as to the satisfaction of Counsel, each the relevant requirements of this Section 2.22 and (ii) stating that all conditions precedent herein provided for in the Note Purchase Agreement relating to such the applicable transactions have been complied with and that such release is authorized and permitted hereunderwith. The Trustee At the request of the Authority or the relevant Guarantor, the Noteholders shall execute any documents reasonably requested and deliver an appropriate instrument, in the form provided by the Issuer Authority or a Guarantor in order to evidence such Guarantor, evidencing the release of such any Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under pursuant to this Article TenSection 2.22.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to incurred in reliance on the requirement of such Guarantor to guarantee the Notes Leverage Ratio Exception except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. (1) A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indentureif: (1A) in the event Guarantor has sold or disposed of dissolution all of such Guarantor; its assets (2by way of merger, amalgamation, consolidation, plan of arrangement or otherwise) if such or the Company and its Subsidiaries have sold or disposed of all of the Equity Interests of the Guarantor ceases to be a Subsidiaryowned by them, in accordance each case in a transaction in compliance with the provisions terms of this Indenture, when it first ceases to be a Subsidiary; Indenture (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteeincluding Section 1505); or (4B) upon the exercise of the legal defeasance option Guarantor merges with or covenant defeasance option pursuant to Sections 9.02 into or 9.03 hereof, as applicableconsolidates with, or if transfers all or substantially all of its assets to, the obligations under this Indenture are discharged Company or another Guarantor in accordance a transaction in compliance with the terms hereof, and Section 1505; provided that in each such case, the Issuer has Company shall have delivered to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee by this Indenture to evidence the release of the Guarantor from its obligations under its Note Guarantee. (2) If all of the conditions to release contained in this Section 1506 have been satisfied, the Trustee, at the expense of the Company or Guarantor, shall execute any documents reasonably requested by the Issuer Company or a any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes Securities and under this Article TenFifteen.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Voting Stock of such Guarantor then held by the Issuer and the Restricted Subsidiaries; (2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by if such Guarantor which gave rise would no longer be required to the requirement of such issue a Note Guarantee as required under Section 4.19; provided that a Guarantor shall not be permitted to guarantee the Notes except, be released from its Note Guarantee if it is an obligor with respect to Indebtedness that would not, under Section 4.10 be permitted to be incurred by a guarantee, Restricted Subsidiary that is not a discharge or release Guarantor. Upon delivery by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor from its Note Guarantee under this Section 11.06 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. (a) A Guarantor shall be released from its obligations under its Note Guarantee the Guaranty and its obligations under this IndentureAgreement: (1i) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor;, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by Borrower and the Restricted Subsidiaries, in each case in accordance with the terms of this Agreement; or (2ii) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this IndentureAgreement, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteerespectively; or (4iii) upon the exercise satisfaction and discharge of this Agreement or payment in full of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereofprincipal of, as applicablepremium, or if any, accrued and unpaid interest on the obligations under this Indenture Loan and all other Obligations that are discharged in accordance with the terms hereof, then due and payable; and in each such case, the Issuer Borrower has delivered to the Trustee Lender an Officer’s Officers’ Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee . (b) Lender shall execute any documents reasonably requested by the Issuer Borrower or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee the Guaranty endorsed on the Notes any promissory note or notes delivered pursuant to clause (d) of Section 2.2 and under this Article TenSection 14.

Release of Guarantor. A In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor shall then held by the Borrower and the Restricted Subsidiaries, except in any case to the Borrower or any Restricted Subsidiary, then that Guarantor will be automatically released from its and relieved of any obligations under its Note Loan Guarantee and its obligations under this Indenture: (1) any Lien on or security interest in the event of dissolution any assets of such Guarantor; (2) if Guarantor will be automatically released; provided that such sale or other disposition complies with Section 6.07 or Section 6.13 of this Agreement. Any Guarantor that ceases to be a Subsidiary, Subsidiary in accordance with the provisions of this IndentureAgreement, will be automatically released from its Loan Guarantee and any Lien on or security interest in any assets of such Restricted Subsidiary will be automatically released when it first ceases to be a Subsidiary; (3) . The Administrative Agent shall deliver an appropriate instrument provided to it evidencing the release of a Guarantor upon receipt of a request of the release, discharge or reclassification of any Indebtedness or any other guarantee Borrower accompanied by such Guarantor which gave rise an Officer’s Certificate certifying as to the requirement of compliance with this Section 9.04. Any Guarantor not so released or the entity surviving such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereofGuarantor, as applicable, will remain or if the obligations be liable under its Loan Guarantee as provided in this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunderArticle IX. The Trustee Administrative Agent shall execute any documents reasonably requested by the Issuer Borrower or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Loan Guarantee endorsed on the Notes and under this Article TenIX.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this IndentureIndenture and the Security Documents: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon the release, release or discharge or reclassification of any Indebtedness or any other the guarantee by such Guarantor which gave rise to of the requirement Credit Agreements or such other Indebtedness that resulted in the creation of such Guarantor to guarantee the Notes exceptNote Guarantee, with respect to a guarantee, except a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Any Guarantor shall be released from its and relieved of any obligations under its Note Guarantee and its obligations Guarantee; (a) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10; (b) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture:; or (1) in the event of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3c) upon the release, release or discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor the Guarantee (including the Guarantee under the Credit Agreement) which gave rise to resulted in the requirement creation of such Guarantor Note Guarantee pursuant to guarantee the Notes except, with respect to a guarantee, Section 4.18 (except a discharge or release by or as a result of payment under such other guaranteeGuarantee); or (4) upon provided that such Guarantor does not have any Preferred Stock outstanding at such time that is not held by the exercise of Company or any Guarantor. Upon delivery by the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered Company to the Trustee of an Officer’s Officers' Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor under this Section 10.05 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. A Any Guarantor shall be released from its and relieved of any obligations under its Note Guarantee and its obligations Guarantee; (a) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10; (b) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture:; or (1) in the event of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3c) upon the release, release or discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor the Guarantee (including the Guarantee under the Credit Agreement) which gave rise to resulted in the requirement creation of such Guarantor Note Guarantee pursuant to guarantee the Notes except, with respect to a guarantee, Section 4.18 (except a discharge or release by or as a result of payment under such other guaranteeGuarantee); or (4) upon provided that such Guarantor does not have any Preferred Stock outstanding at such time that is not held by the exercise of Company or any Guarantor. Upon delivery by the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered Company to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor under this Section 10.05 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. A Subsidiary Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this IndentureIndenture and any Registration Rights Agreement then in force: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Subsidiary Guarantor then held by the Issuer and the Restricted Subsidiaries; (2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (3) upon the releaseLegal Defeasance, Covenant Defeasance or satisfaction and discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or this Indenture as a result of payment under such other guaranteeprovided in Article 9 hereof; or (4) upon the exercise liquidation or dissolution of the legal defeasance option such Subsidiary Guarantor, provided no Default or covenant defeasance option pursuant to Sections 9.02 Event of Default occurs as a result thereof or 9.03 hereof, as applicable, has occurred or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, is continuing. Upon delivery by the Issuer has delivered to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor from its Note Guarantee under this Section 10.06 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to incurred in reliance on the requirement of such Guarantor to guarantee the Notes Fixed Charge Coverage Ratio Exception except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indentureif: (1i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the event terms of dissolution of such Guarantorthe Indenture (including Sections 10.10 and 8.01 thereof); (2ii) if such the Guarantor ceases to be merges or amalgamates with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a Subsidiary, transaction in accordance compliance with Section 8.01 of the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4iii) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged Guarantor is designated an Unrestricted Subsidiary in accordance compliance with the terms hereof, of the Indenture; and in each such case, the Issuer Guarantor has delivered to the Trustee an Officer’s Officers' Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunderhereunder and under the Indenture. The If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer Company or a any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenThirteen of the Indenture.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor;, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Issuer and the Restricted Subsidiaries, in each case in accordance with the terms of this Indenture; or (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it such Guarantor first ceases to be a Restricted Subsidiary;, respectively; or (3) upon satisfaction and discharge of this Indenture or payment in full of the releaseprincipal of, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee premium, if any, accrued and unpaid interest on the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such and all other guaranteeObligations that are then due and payable; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Voting Stock of such Guarantor then held by the Issuer and the Restricted Subsidiaries; (2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by if such Guarantor which gave rise would no longer be required to the requirement of such issue a Note Guarantee as required under Section 4.19; provided that a Guarantor shall not be permitted to guarantee the Notes except, be released from its Note Guarantee if it is an obligor with respect to Indebtedness that would not, under Section 4.10 be permitted to be incurred by a guarantee, Restricted Subsidiary that is not a discharge or release Guarantor. Upon delivery by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor from its Note Guarantee under this Section 10.06 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. (a) A Guarantor (other than a company that is a direct or indirect Parent of the Issuer except in the case of clause (i)(2) or (4) below) shall be automatically and unconditionally released and discharged from all of its obligations under its Note Guarantee and its obligations under this Indentureif: (1) in the event all of dissolution of such Guarantor;its assets or Capital Stock is sold or transferred, (2) if the Guarantor merges with or into, or consolidates with or amalgamates with, or transfers all or substantially all of its assets to, another Person in compliance with Article Five, (3) such Guarantor ceases to be a SubsidiarySubsidiary of the Issuer in connection with any (direct or indirect) sale of Capital Stock or other transaction, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise Notes are subject to legal defeasance or the Indenture is satisfied and discharged as provided under Article VIII of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicableBase Indenture; or (5) such Guarantor is released from its guarantee of the Credit Agreements; and (ii) such Guarantor ceases to, or if substantially contemporaneously with the release of such Guarantor’s obligation under its Guarantee hereunder will cease to, or at such time does not, guarantee the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof, and in each Credit Agreements; and (iii) such case, the Issuer Guarantor has delivered to the Trustee an Officer’s Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions transaction have been complied with and that such release is authorized and permitted hereunder. with; and (b) The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenSix upon receipt of an Officer’s Certificate and an Opinion of Counsel to the effect that such release is permitted by the Indenture.

Release of Guarantor. A The Guarantor shall shall, upon the occurrence of either of the following events, be automatically and unconditionally released and discharged from its obligations under its Note Guarantee and its all obligations under this IndentureSupplemental Indenture and its Guarantee of each series of the Notes and the Holders of each series of the Notes will be deemed to have consented to such release without any action required on the part of the Trustee or any Holder of the Notes if: (1i) in at any time the event of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with has no Debt outstanding and does not guarantee the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification Debt of any Indebtedness or any Subsidiary of the Guarantor (other guarantee by such Guarantor which gave rise to than the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteeNotes); or (4ii) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are has been satisfied and discharged in accordance with Section 401 of the terms hereof, and Indenture. If the conditions to release contained in each such casethis Section 3(d) have been satisfied, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer Company or a the Guarantor in order to evidence the release of such the Guarantor from all of its obligations under its Note the Guarantee endorsed on and the Notes Indenture. Notwithstanding the foregoing, any failure to execute such documents shall in no way affect the release of the Guarantor pursuant to this Section 3(d), which release shall be automatic and under this Article Tenunconditional upon satisfaction of either of the conditions to release set forth in clause (i) or (ii) above.

Release of Guarantor. A Guarantor shall will be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon the release, release or discharge or reclassification of any Indebtedness or any other the guarantee by such Guarantor which gave rise to of the requirement of such Guarantor to guarantee the Notes exceptCredit Agreement, with respect to a guarantee, except a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer Starz has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A The Guarantor shall shall, upon the occurrence of either of the following events, be automatically and unconditionally released and discharged from its obligations under its Note Guarantee and its all obligations under this IndentureSupplemental Indenture and its Guarantee of each series of the Notes and the Holders of each series of the Notes will be deemed to have consented to such release without any action required on the part of the Trustee or any Holder of the Notes if: (1i) in at any time the event of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of has no Indebtedness outstanding and does not guarantee any Indebtedness of the Company or any Subsidiary of the Company (other guarantee by such Guarantor which gave rise to than the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteeNotes); or (4ii) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are has been satisfied and discharged in accordance with Section 401 of the terms hereof, and Indenture. If the conditions to release contained in each such casethis Section 2(d) have been satisfied, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer Company or a the Guarantor in order to evidence the release of such the Guarantor from all of its obligations under its Note the Guarantee endorsed on and the Notes Indenture. Notwithstanding the foregoing, any failure to execute such documents shall in no way affect the release of the Guarantor pursuant to this Section 2(d), which release shall be automatic and under this Article Tenunconditional upon satisfaction of either of the conditions to release set forth in clause (i) or (ii) above.

Release of Guarantor. A Guarantor shall be automatically and unconditionally released from all of its obligations under its Note Guarantee and its obligations under this IndentureGuarantee: (1i) in the event of a sale or other transfer of Equity Interests in such Guarantor or dissolution of such Guarantor; (2) if Guarantor in compliance with the terms of this Indenture following which such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3ii) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise ceasing to the requirement of such Guarantor to guarantee the Notes except, with respect to be a guarantee, a discharge borrower or release by or as a result of payment guarantor under such other guaranteeany Senior Credit Facilities; or (4iii) upon the exercise in connection with a discharge of the legal defeasance option or covenant defeasance option this Indenture pursuant to Sections 9.02 Section 9.01 or 9.03 hereof, as applicable, Covenant Defeasance or if the obligations under this Indenture are discharged in accordance with the terms hereof, Legal Defeasance. and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor;, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Issuer and the Restricted Subsidiaries, in each case in accordance with the terms of this Indenture; or (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary;, respectively; or (3) upon satisfaction and discharge of this Indenture or payment in full of the releaseprincipal of, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee premium, if any, accrued and unpaid interest on the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such and all other guaranteeObligations that are then due and payable; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be automatically and unconditionally released from all of its obligations under its Note Guarantee and its obligations under this IndentureGuarantee: (1i) in the event of a sale or other transfer of Equity Interests in such Guarantor or dissolution of such Guarantor; (2) if Guarantor in compliance with the terms of this Indenture following which such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3ii) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise ceasing to be a borrower or guarantor under any Credit Agreement and the Issuer’s delivery of an Officer’s Certificate to the requirement Trustee requesting the release and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such Guarantor to guarantee the Notes except, transactions have been complied with respect to a guarantee, a discharge or and that such release by or as a result of payment under such other guaranteeis authorized and permitted hereunder; or (4iii) upon the exercise in connection with a discharge of the legal defeasance option or covenant defeasance option this Indenture pursuant to Sections 9.02 Section 9.01 or 9.03 hereof, as applicable, Covenant Defeasance or if the obligations under this Indenture are discharged in accordance with the terms hereof, Legal Defeasance. and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Upon being provided the Officer’s Certificate and Opinion of Counsel mentioned in clause (ii) above, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. (a) A Guarantor (other than a company that is a direct or indirect Parent of the Issuer except in the case of clause (i)(2) or (4) below) shall be automatically and unconditionally released and discharged from all of its obligations under its Note Guarantee and its obligations under this Indentureif: (1) in the event all of dissolution of such Guarantor;its assets or Capital Stock is sold or transferred, (2) if the Guarantor merges with or into, or consolidates with or amalgamates with, or transfers all or substantially all of its assets to, another Person in compliance with Article Five, (3) such Guarantor ceases to be a SubsidiarySubsidiary of the Issuer in connection with any (direct or indirect) sale of Capital Stock or other transaction, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise Notes are subject to legal defeasance or the Indenture is satisfied and discharged as provided under Article VIII of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicableBase Indenture; or (5) such Guarantor is released from its guarantee of the Credit Agreements; and (ii) such Guarantor ceases to, or if substantially contemporaneously with the release of such Guarantor’s obligation under its Guarantee hereunder will cease to, or at such time does not, guarantee the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof, and in each Credit Agreements; and (iii) such case, the Issuer Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions transaction have been complied with and that such release is authorized and permitted hereunder. with; and (b) The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenSix upon receipt of an Officers’ Certificate and an Opinion of Counsel to the effect that such release is permitted by the Indenture.

Release of Guarantor. A The Subsidiary Guarantee of each Guarantor shall will be released from its and such Guarantor will be relieved of any obligations under its Note Guarantee and its obligations under this IndentureSubsidiary Guarantee: (1) in the event of dissolution a sale or other disposition, by way of merger, consolidation or otherwise, of all the Capital Stock of such GuarantorGuarantor to any Person that is not an Affiliate of the Company; PROVIDED that the Net Cash Proceeds from such sale or other disposition is applied in accordance with the applicable provisions of Section 4.15; (2) if such Guarantor ceases to be a Subsidiaryupon the repayment in full, release or discharge of Debt or the retirement of Preferred Stock, in accordance with each case that resulted in the provisions creation of this Indenture, when it first ceases to be a Subsidiary;the Subsidiary Guarantee of such Guarantor; and (3) upon the release, release or discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to another Guarantee that resulted in the requirement creation of the Subsidiary Guarantee of such Guarantor to guarantee the Notes exceptGuarantor, with respect to except a guarantee, a release or discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in Guarantee. In each such case, prior to release and discharge of such Subsidiary Guarantee, the Issuer has Company will have delivered to the Trustee an Officer’s Officers' Certificate or and an Opinion of Counsel, each stating that that, as required by Section 12.04, all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Subsidiary Guarantee endorsed on the Notes and under this Article Ten.X.

Release of Guarantor. (a) A Guarantor shall be released from all of its obligations under its Discount Note Guarantee and its obligations under this Indentureif: (1) in the event of dissolution a transfer of all or substantially all of the assets of such Guarantor;, by way of merger, consolidation or otherwise, or a transfer of all of the Equity Interests of such Guarantor then held by the Issuer and the Restricted Subsidiaries, in each case in accordance with the terms of this Indenture; or (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, respectively. and in each such case, the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. . (b) The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Discount Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor shall (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released from its and relieved of any obligations under its Note Guarantee and its obligations under Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture: (1) in , including without limitation Sections 3.09 and 4.10 hereof. Upon delivery by the event Company to the Trustee of dissolution an Officers' Certificate and an Opinion of Counsel to the effect that such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, sale or other disposition was made by the Company in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to including without limitation Sections 9.02 or 9.03 3.09 and 4.10 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall will execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee endorsed on Guarantee. (b) If the Notes Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, such Guarantor will be released and relieved of any obligations under this Article Tenits Note Guarantee.

Release of Guarantor. A 5.1 Notwithstanding anything to the contrary contained herein, upon a Replacement Guarantor executing and delivering a Substitute Guaranty in accordance with, and permitted by, the terms of the Loan Agreement, including in connection with a Transfer or Permitted Assumption permitted pursuant to Section 5.2.10 of the Loan Agreement which results in Guarantor no longer owning a direct or indirect interest in Borrower or the Property and as provided in Section 8.1(a)(ix) of the Loan Agreement, Guarantor shall be released as Guarantor (or any then-Replacement Guarantor shall be released as a Replacement Guarantor, if applicable) from its obligations under its Note Guarantee this Guaranty for acts and its obligations under this Indenture: (1) in the event of dissolution omissions occurring from and after such Replacement Guarantor’s execution and delivery of such Substitute Guaranty without waiving any liability accruing prior to the date of such Replacement Guarantor; (2) if ’s execution and delivery of such Guarantor ceases to Substitute Guaranty. The foregoing release shall be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) effective automatically upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement date of such Guarantor Substitute Guaranty, but Lender agrees to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or provide written evidence thereof if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release same is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenBorrower.

Release of Guarantor. (a) A Guarantor shall be released from its obligations under its Note Guarantee the Guaranty and its obligations under this IndentureAgreement: (1i) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor;, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by Borrower and the Restricted Subsidiaries, in each case in accordance with the terms of this Agreement; or (2ii) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this IndentureAgreement, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guaranteerespectively; or (4iii) upon the exercise satisfaction and discharge of this Agreement or payment in full of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereofprincipal of, as applicablepremium, or if any, accrued and unpaid interest on the obligations under this Indenture Loan and all other Obligations that are discharged in accordance with the terms hereof, then due and payable; and in each such case, the Issuer Borrower has delivered to the Trustee Lender an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee . (b) Lender shall execute any documents reasonably requested by the Issuer Borrower or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee the Guaranty endorsed on the Notes any promissory note or notes delivered pursuant to clause (d) of Section 2.2 and under this Article TenSection 17.

Release of Guarantor. A In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor shall then held by the Company and the Restricted Subsidiaries, except in any case to the Company or any Restricted Subsidiary, then that Guarantor will be released from its and relieved of any obligations under its Note Guarantee and its obligations under Guarantee; provided that the Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.15 of this Indenture: (1) in the event of dissolution of such Guarantor; (2) if such . Any Guarantor that is designated as an Unrestricted Subsidiary or that otherwise ceases to be a SubsidiaryGuarantor, in each case in accordance with the provisions of this Indenture, will be released from its Note Guarantee upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary; (3) , as the case may be. The Trustee shall deliver an appropriate instrument provided to it evidencing the release of a Guarantor upon receipt of a request of the release, discharge or reclassification of any Indebtedness or any other guarantee Company accompanied by such Guarantor which gave rise an Officers’ Certificate certifying as to the requirement of compliance with this Section 10.04. Any Guarantor not so released or the entity surviving such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; or (4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereofGuarantor, as applicable, will remain or if the obligations be liable under its Note Guarantee as provided in this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunderArticle 10. The Trustee shall execute any documents reasonably requested by the Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten10.

Release of Guarantor. A Guarantor shall will be released from its obligations under its Note Guarantee and its obligations this Article 5 (other than any obligation that may have arisen under this Indenture:Section 5.07 hereof): (1a) in upon the event sale or other disposition (including by way of dissolution consolidation or merger) of such Guarantor;, including the sale or disposition of Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Issuer, (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3b) upon the release, discharge sale or reclassification disposition of any Indebtedness all or any other guarantee by such Guarantor which gave rise to substantially all the requirement assets of such Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment under such other guarantee; orGuarantor, (4c) upon the exercise release or discharge of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereofall Guarantees and Indebtedness, as applicable, of such Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Issuer, (d) upon Legal Defeasance or if Covenant Defeasance of the Notes pursuant to Article 6 hereof, or (e) upon the full satisfaction or discharge of the Issuer’s obligations under this Indenture are discharged the Indenture; provided, however, that in accordance with the terms hereofcase of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Issuer or an Affiliate of the Issuer and (ii) such sale or disposition is otherwise permitted by the Indenture. At the request of the Issuer, and in each such case, upon the Issuer has delivered to the Trustee Trustee’s receipt of an Officer’s Officers’ Certificate or an and Opinion of Counsel, each Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and or permitted hereunder. The by the Indenture, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of and deliver an appropriate instrument evidencing such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Tenrelease.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this IndentureIndenture and any applicable Registration Rights Agreement: (1) in the event of dissolution a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Partnership and the Restricted Subsidiaries; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by if such Guarantor which gave rise shall cease to the requirement of such be a Guarantor to guarantee the Notes except, with respect to a guarantee, a discharge or release by or as a result of payment co-borrower under such other guaranteeany Credit Facility; or (4) upon the exercise of the legal defeasance option Legal Defeasance or covenant defeasance option Covenant Defeasance pursuant to Sections Section 9.02 or Section 9.03 hereof, as applicable, or if the obligations under upon satisfaction and discharge of this Indenture are discharged in accordance with pursuant to Section 9.01. Upon delivery by the terms hereof, and in each such case, the Issuer has delivered Issuers to the Trustee of an Officer’s Officers’ Certificate or and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor from its Note Guarantee under this Section 10.06 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article TenGuarantee.

Release of Guarantor. A (a) Any Guarantor shall will be released from its and relieved of any obligations under its Note Guarantee and its obligations under this IndentureGuarantee: (1i) in the event connection with any sale or other transfer or disposition of dissolution of such Guarantor; (2) if such Guarantor ceases to be a Subsidiary, in accordance with the provisions of this Indenture, when it first ceases to be a Subsidiary; (3) upon the release, discharge or reclassification of any Indebtedness or any other guarantee by such Guarantor which gave rise to the requirement Capital Stock of such Guarantor to guarantee a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Notes exceptCompany, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with respect Section 4.06 and Section 4.04; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or (iii) upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to a guaranteeSection 4.11, except a discharge or release by or as a result of payment under such other guarantee; or (4) upon Guarantee. Upon delivery by the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered Company to the Trustee of an Officer’s Officers’ Certificate or an Opinion to the effect that one of Counsel, each stating that all the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor under this Section 12.08 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall promptly execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee. (b) Any Guarantor not released from its obligations under its Note Guarantee endorsed on as provided in this Section 12.08 shall remain liable for the full amount of principal of, and premium (if any) and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article TenTwelve.