Common use of Release of Note Guarantees Clause in Contracts

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. In the event of: (a) A Note Guarantee by a Guarantor shall be automatically the satisfaction and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release discharge of such Guarantor’s Note Guarantee, upon:this Indenture in accordance with Article 3; (Ab) a sale sale, disposition or disposition (including by way of consolidation, merger or amalgamation) other transfer of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (Guarantor, including by way of merger, consolidation, merger amalgamation or amalgamation) of all or substantially all of the assets of such Guarantor otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Guarantor; or (Gc) the liquidation or dissolution of any Guarantor, such Guarantor; provided Guarantor (and any of its Subsidiaries that no Event are Guarantors) shall be automatically and unconditionally released and relieved of Default occurs any obligations under its Note Guarantee and the Indenture Documents. In the event that any Guarantor is not required to remain as a result thereof or has occurred or is continuing; providedGuarantor for the Company to be in compliance with its obligations under Section 4.13 (treating for this purpose such release as an Investment) and Section 4.14 (on a pro forma basis to give effect to such release), that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering shall be released upon delivery by the Company of an Officer’s Certificate to the Trustee to that effect. Upon delivery by the Company to the Trustee and the Security and Intercreditor Collateral Agent of an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent provided for such satisfaction and discharge or such sale or other disposition, transfer (including by way of merger, consolidation, amalgamation or otherwise), liquidation or dissolution (in each case, to the extent applicable) permitted by this Indenture has occurred, or such Guarantor is not required to remain as a Guarantor for the Company to be in compliance with its obligations under Section 4.13 (treating for this purpose such release as an Investment) and the Deed of Guarantee relating Section 4.14 (on a pro forma basis to give effect to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboverelease), the Trustee and or the Security and Intercreditor Agent Collateral Agent, as applicable, shall execute and deliver any documents reasonably requested by the Company in order to evidence such releasethe release of any Guarantor from its obligations under its Note Guarantee and the Indenture Documents. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, discharge premium, if any, and termination interest, if any, on the Notes and for the other obligations of any Guarantor under the Indenture Documents as provided in respect of the applicable Note Guaranteethis Article 16.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, arrangement, consolidation, merger winding up, dissolution, liquidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture, including, if applicable, Section 4.16 (it being understood that only such portion of the CompanyNet Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 5.01(a); (B) a sale the release or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets discharge of such Guarantor to a Person that is not from its Guarantee of Indebtedness of the Company and Restricted Subsidiaries under the Bank Facilities (including, by reason of the termination of the Bank Facilities) and all other Indebtedness of the Company and the Guarantors, to the extent that the existence of such Guarantee or Indebtedness would otherwise obligate such Guarantor to Guarantee the Notes; provided that if such Guarantor has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, Preferred Stock or Disqualified Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary of the Company(other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor the Company delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties or assets of such Guarantor that Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16; (Cb) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, consolidation or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16 and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) if the Company designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (d) upon the liquidation or dissolution of such Guarantor in a transaction or series of transactions that does not violate the terms of this Indenture; (e) if such Guarantor ceases to Guarantee Indebtedness of the Company or a Subsidiary Guarantor in excess of $5.0 million principal amount; or (f) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under Section 11.01. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Indenture in accordance with Section 10.07 will remain liable for the terms full amount of this Indenture; (D) principal of, premium, if any, on, and interest, if any, on, the Designation Notes and for the other obligations of such any Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 10. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee If no Default has occurred and is continuing under this Indenture, and to the extent not otherwise prohibited by this Indenture, a Subsidiary Guarantor shall will be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s discharged from its Note Guarantee, upon: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties or assets of, or all of such the Partnership’s direct or indirect limited partnership, limited liability company or other equity interests in, that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership’s Affiliate; (C2) upon the Company’s exercise merger of its Legal Defeasance option that Subsidiary Guarantor into the Partnership or Covenant Defeasance option any other Subsidiary Guarantor or the liquidation or dissolution of that Subsidiary Guarantor; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture with respect to the Notes of each applicable series in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms and Article 11 of this Indenture;; or (D4) following delivery of a written notice by the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant Partnership to the terms Trustee, upon the release of all Guarantees by that Subsidiary Guarantor under the Credit Agreement; provided that, if, at any time following any release of a Subsidiary Guarantor from its initial Note Guarantee of the Deed of GuaranteeNotes as described in this Section 10.06(a)(4), security or the Subsidiary Guarantor again provides a guarantee of Guarantee under the Company’s obligations under this Indenture which is acceptable Credit Agreement, then the Partnership will cause the Subsidiary Guarantor to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor would then be required to again provide a Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of with this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) abovePartnership, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by a of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) if a sale Subsidiary Guarantor is released and discharged in full from its Guarantee of or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of obligations under the Capital Stock Guarantor Obligation Debt that resulted in the obligation of such Subsidiary Guarantor following which to guarantee the Notes, if such Subsidiary Guarantor is no longer would not then otherwise be required to provide a Subsidiary of the CompanyNote Guarantee under this Indenture; (B2) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.11 or Section 5.01; provided that after giving effect to such transaction, such Subsidiary of the Companyis no longer a Guarantor of, or obligor or borrower under, any Guarantor Obligation Debt; (C3) the Company’s exercise of its Legal Defeasance option in connection with any sale or Covenant Defeasance option in accordance with Article 8 or the discharge other disposition of the Company’s obligations under this Indenture Capital Stock of that Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.11 or Section 5.01; provided that after giving effect to such transaction, such Subsidiary is no longer a Guarantor of, or obligor or borrower under, any Guarantor Obligation Debt; (4) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (D5) the Designation upon legal defeasance, covenant defeasance or satisfaction and discharge of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, Article 8 and 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 Note Guarantee pursuant to ‎Section 4.11)Article 11; or (G6) in connection with the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other Subsidiary Guarantor under applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withlaw. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuer, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. The Issuer shall provide prompt notice to the Trustee of any release of a Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor (other than Carnival plc) shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary of the Company; Guarantor either (Ci) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant ceases to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Note Guarantee pursuant to ‎Section 4.11); orunder Section 4.15; (G3) if the liquidation or dissolution of Issuer designates such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with, all other with the applicable provisions of this Indenture; (4) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article Eight; and (26) as described under Article Nine; provided that, in each case, such Subsidiary Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. . The Note Guarantee of Carnival plc shall automatically be released upon any of the circumstances described in clauses (b4), (5) At and (6) of the written immediately preceding paragraph; provided that, in each case, Carnival plc has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions at the request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Notwithstanding anything in this Indenture to the contrary, a Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, discharged upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, arrangement, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that or (ii) the Capital Stock of such Guarantor after which the applicable Guarantor is not the Company or no longer a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions described in Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time); (B) the Guarantor being released or discharged from the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture (and treating any Note Guarantees of such Guarantor that remain outstanding as incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Note Guarantee, which is sufficient by itself for discharge and release of such Note Guarantee; provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions Article 11 of this Indenture; and (2) such Guarantor delivering the Company shall be required to deliver to the Trustee and the Security and Intercreditor Agent Trustees an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied withsatisfied. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent Trustees shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: (a1) A Note Guarantee by a Each Parent Guarantor shall be will automatically and unconditionally be released and dischargedfrom all obligations under its Parent Guarantee, and its Parent Guarantee will thereupon terminate and be discharged and of no further action by force or effect, (i) upon any merger or consolidation of such Guarantor, Parent Guarantor with and into the Company or the Trustee shall be required for the release of such other Parent Guarantor’s Note Guarantee, upon: (Aii) a sale upon legal or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge covenant defeasance of the Company’s obligations under, or satisfaction and discharge of, this Indenture, or (iii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations of such Parent Guarantor then due and owing. (2) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under this Indenture its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture; Indenture (Dincluding Section 411 and Section 501) by the Designation Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor as is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company and the Existing Notes, if applicable (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary; , (Ev) pursuant to the terms of the Deed of Guarantee, security upon legal or a guarantee covenant defeasance of the Company’s obligations under this Indenture which is acceptable to the Security obligations, or satisfaction and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and , (2vi) such Guarantor delivering subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing or (vii) upon the occurrence of a Ratings Event. In addition, the Company will have the right, upon 30 days’ notice to the Trustee and Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Security and Intercreditor Agent an Officer’s Certificate and Opinion Company of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request any Bank Indebtedness of the Company or the Existing Notes, if applicable, to be unconditionally released from all obligations under its Subsidiary Guarantee, and upon receipt such Subsidiary Guarantee shall thereupon terminate and be discharged and of the items described no further force or effect. Upon any such occurrence specified in Section 10.06(a)(2) abovethis paragraph, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock Interests of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of Restricted Subsidiary, or the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to Guarantor, in each case in a Person sale, assignment, assignation, transfer, conveyance, exchange or other disposition that is not made in compliance with the provisions of this Indenture, including Section 4.16 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all Guarantees and other obligations of such Guarantor in respect of all other Debt of the Company or a and its Restricted Subsidiary Subsidiaries terminate upon consummation of the Companysuch transaction; (B) [Reserved.]; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge Discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and dischargeddischarged and be of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of the Companythis Indenture; (B2) a sale the release or disposition discharge of such Guarantor from its liability as borrower under, or Guarantee of Indebtedness of the Company under, all of the Senior Credit Facilities (including by way reason of consolidation, merger or amalgamationthe termination of the Senior Credit Facilities) and its Guarantee of all or substantially all other Material Indebtedness of the assets Company and the Guarantors, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a Person release or discharge by or as a result of payment under such Note Guarantee (it being understood that a release subject to a contingent reinstatement is not still a release, and that if any such Guarantee of Indebtedness of the Company under the Senior Credit Facilities or any other Material Indebtedness is reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.11); provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary of the Company(other than a Guarantor) under Section 4.09; (C3) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (4) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company Company, and upon receipt delivery to the Trustee of the items described in Section 10.06(a)(2) abovean Officers’ Certificate and an Opinion of Counsel that such release of a Note Guarantee complies with this Indenture, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents such instrument reasonably requested in order to evidence by the Company evidencing such release, release and discharge and termination in respect of the applicable Note Guarantee. (c) In the event that any released Guarantor (in the case of clause (a)(2) and (a)(3) above) that is a Domestic Subsidiary (other than an Excluded Subsidiary) thereafter borrows money or guarantees Indebtedness under the Term Loan Facility or the ABL Facility or guarantees any other Material Indebtedness of the Company or Guarantors, such former Guarantor will again provide a Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall will be automatically and unconditionally released and discharged, discharged and be of no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, force and effect upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Subsidiary Guarantor following which such Guarantor is no longer a Subsidiary of or the Company; (B) a sale sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of the Subsidiary Guarantor, upon which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such Guarantor to a Person that sale, assignment, transfer, conveyance, exchange or other disposition is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of prohibited by this Indenture; (D2) in the Designation case of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guaranteea Subsidiary Guarantor, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such Subsidiary Guarantor from its liability as borrower under, or Guarantee of Indebtedness of the Issuer under, the Senior Secured Credit Facilities (including, by reason of the termination of the Senior Secured Credit Facilities) and its Guarantee of all other guarantee Indebtedness that resulted or would result in the creation obligation of such Note GuaranteeSubsidiary Guarantor to Guarantee the Notes, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a release or discharge or release by or as a result of payment under such guarantee Guarantee under the Senior Secured Credit Facilities or such other Indebtedness (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such guarantee Guarantee of Indebtedness of the Issuer or a Guarantor under the Senior Secured Credit Facilities or such other Indebtedness is so reinstated, such guarantee Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section Section 4.11); orprovided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Non-Guarantor Restricted Subsidiary under Section 4.09; (G3) in the case of a Subsidiary Guarantor, to the extent that such Subsidiary has provided a Note Guarantee in the Company’s discretion in accordance with Section 4.11(b) upon the Company’s delivering written notice to the Trustee of its election to release such Guarantor from its Note Guarantee; provided (i) that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Non-Guarantor Restricted Subsidiary under Section 4.09 and (ii) such Subsidiary Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture; (4) in the case of a Subsidiary Guarantor, the proper designation of such Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event not prohibited by this Indenture after which such Subsidiary Guarantor is no longer a Restricted Subsidiary; (5) in the case of a Subsidiary Guarantor, the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that in each case, if not prohibited by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and; (26) such Guarantor delivering in the case of a Subsidiary Guarantor, to the Trustee extent that such Subsidiary Guarantor has become an Excluded Subsidiary as a result of a transaction or designation in compliance with the applicable provisions of this Indenture; (7) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8 or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture as set forth in Article 11; (8) payment in full of the principal amount of Notes outstanding at such time, plus accrued and the Security unpaid interest, if any, and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in other Obligations under this Indenture and the Deed Note Guarantees that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, whether by redemption or otherwise in accordance with this Indenture; (9) in the case of a Subsidiary Guarantor, upon the occurrence of a Suspension Event; provided that, such Note Guarantee relating to such transaction have been complied withshall be reinstated (or substantially similar Note Guarantees provided) upon the occurrence of the Reinstatement Date; or (10) as set forth in Article 9. (b) At the written request of the Company Issuer, and upon receipt delivery to the Trustee of the items described in Section 10.06(a)(2) abovean Officer’s Certificate and an Opinion of Counsel that such release of a Note Guarantee complies with this Indenture, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order an appropriate instrument evidencing such release of a Note Guarantee. Any such releases to evidence such release, discharge and termination in respect be effected by the Trustee may be effected thereby without the consent of the applicable Note GuaranteeHolders (other than as set forth in paragraph (10) above to the extent consent is required) and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, arrangement, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.10 needs to be applied in accordance therewith at such time); provided that all the obligations of such Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (B) the Guarantor ceasing to be a borrower or guarantor under all Debt Facilities and being released or discharged from all obligations thereunder and such Guarantor being released or discharged from any other Indebtedness in excess of $25.0 million in aggregate principal amount, including the Indebtedness or Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture (and treating any Note Guarantees of such Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Note Guarantee, which is sufficient by itself for discharge and release of such Note Guarantee; provided that if such Person has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions Article 11 of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by a of each Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.11 or Section 5.01; provided, however, that after giving effect to such transaction, such Subsidiary is no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt; (C2) the Company’s exercise of its Legal Defeasance option in connection with any sale or Covenant Defeasance option in accordance with Article 8 or the discharge other disposition of the Company’s obligations under this Indenture Capital Stock of that Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.11 or Section 5.01; provided, however, that after giving effect to such transaction, such Subsidiary is no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt; (3) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (D4) the Designation upon legal defeasance, covenant defeasance or satisfaction and discharge of such Guarantor this Indenture as an Unrestricted Subsidiaryprovided in Article 8 and Article 11; (E5) pursuant in connection with the dissolution of such Subsidiary Guarantor under applicable law; or (6) in the case of a Subsidiary Guarantor that was required to provide a Guarantee because it Guaranteed obligations under, or was a borrower or obligor under, Guarantor Obligation Debt, including the Initial Guarantors with respect to their Guarantees of the Bridge Loan (as defined below), if such Subsidiary Guarantor is released and discharged in full from its Guarantee of or obligations under such Guarantor Obligation Debt (including, in the case of the Initial Guarantors, with respect to the terms of the Deed of GuaranteeBridge Loan) and, security in each case, is not then a guarantor of, or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for obligor or borrower under, other Guarantor Obligation Debt such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11Section 4.16(a); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuer, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. The Issuer shall provide prompt notice to the Trustee of any release of a Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of Subsidiary, if the Companysale or other disposition does not violate ‎‎Section 4.09; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of its Legal Defeasance option such sale or Covenant Defeasance option in accordance with Article 8 or other disposition; (c) if the discharge of the Company’s obligations under this Indenture Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture‎‎Article Eight; and (2f) as described under ‎‎Article Nine. provided that, in each case, such Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor Guarantor, together with all of its Obligations under this Indenture, shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that or (ii) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is not the Company or no longer a Restricted Subsidiary Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions described in Section 4.10 and Article 5 (it being understood that only such portion of the CompanyNet Proceeds as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); (C2) in the case of a Subsidiary Guarantor, the Subsidiary Guarantor becoming an Immaterial Subsidiary; provided that if such released Subsidiary Guarantor ceases to be an Immaterial Subsidiary and is otherwise required to be a Guarantor, it will again provide a Note Guarantee; (3) the Company’s release or discharge of such Guarantor from its Guarantee of Indebtedness of the Company and Restricted Subsidiaries under the Senior Credit Facility (including, by reason of the termination of the Senior Credit Facility) and all other Indebtedness of either of the Issuers and the Subsidiary Guarantors, including, in the case of a Subsidiary Guarantor, the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Notes, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a release or discharge by or as a result of payment under such Guarantee; (4) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; or (5) the Issuers’ exercise of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s Issuers’ obligations under this Indenture being discharged in accordance with the terms of Article 11 of this Indenture; ; provided that, in the case of clauses (D2) and (3) above, in the Designation of such event any released Subsidiary Guarantor as an Unrestricted Subsidiary; (E) pursuant to thereafter borrows money or Guarantees Indebtedness under the terms Senior Credit Facility or guarantees any other Indebtedness under a Credit Facility of the Deed of Guarantee, security Issuers or a guarantee the Guarantors in excess of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstatedMinimum Guarantee Amount, such guarantee shall also be reinstated to the extent that such former Subsidiary Guarantor would then be required to will again provide a Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withwith Section 4.15. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuers, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee; provided that in the case of a release of a Note Guarantee of a Subsidiary Guarantor not involving a Legal Defeasance or Covenant Defeasance or a satisfaction and discharge of this Indenture, prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions precedent 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 Note Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.06.

Release of Note Guarantees. (a) A Guarantor will be released from its obligations under its Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, upon the Company or occurrence of any of the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponfollowing: (A1) in the event of (i) a sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor Guarantor, by way of consolidation, merger, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary Subsidiary, provided that upon the completion of such sale or other disposition, such Guarantor ceases to exist, or (ii) a sale or other disposition of the CompanyCapital Stock of such Guarantor such that it ceases to be a Restricted Subsidiary, in the case of each of the foregoing clauses (i) and (ii) to the extent that such sale or other disposition is permitted under this Indenture; (C2) the Company’s exercise release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to its Legal Defeasance option obligations under the Term Loan Credit Agreement, except a discharge or Covenant Defeasance release by or a result of payment under such guarantee or direct obligation; (3) if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, upon the effectiveness of such designation; (4) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or (5) upon the Issuer exercising its legal defeasance or covenant defeasance option in accordance with Article 8 Section 8.1(b) hereof or the discharge of the CompanyIssuer’s obligations under this Indenture otherwise being discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At Upon delivery by the written request Issuer to the Trustee of an Officer’s Certificate stating that any of the Company and upon receipt of the items conditions described in Section 10.06(a)(2Sections 10.10(a)(1) abovethrough (a)(5) has occurred, the Trustee and the Security and Intercreditor Agent shall execute and deliver any supplemental indenture or other documents reasonably requested by the Issuer in order to evidence such release, discharge the release of any Guarantor from its obligations under its Note Guarantee and termination in respect of the applicable Note Guaranteethis Indenture.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s 's Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger amalgamation, arrangement, consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition does not violate Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.10 needs to be applied in accordance therewith at such time); provided that all the obligations of such Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (B) the Guarantor becoming or being redesignated an Excluded Subsidiary (other than pursuant to clause (b) of the definition of Excluded Subsidiary); provided that if such released Guarantor ceases to be an Excluded Subsidiary, it shall again provide a Note Guarantee; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s 's exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s 's obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s 's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Notwithstanding anything to the contrary contained in this Article 15, in the event that (i) any Guarantor shall cease to be obligated under, or become entitled to be released from its obligations in respect of, all Guarantees of Indebtedness of the Company, other than the Notes, and (ii) no Default or Event of Default shall have occurred and be continuing, then, following compliance with the next following sentence, such Guarantor shall be automatically released from its obligations as a Guarantor under this Indenture and unconditionally released and discharged, and the Note Guarantee of such Guarantor shall be of no further action force or effect. Upon delivery by such Guarantor, the Company or to the Trustee of an Officers' Certificate and an Opinion of Counsel with respect to the matters set forth in clauses (i) and (ii) of the preceding sentence, the Trustee shall be execute any documents reasonably required for and reasonably acceptable in form and substance to the Trustee to evidence the release of such Guarantor’s Guarantor from its obligations under its Note Guarantee, upon:. (Ab) a Concurrently with any sale or other disposition (including other than to Holding or any Subsidiary of Holding), whether by way of consolidationmerger, merger consolidation or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidationotherwise, merger or amalgamation) of all or substantially all the assets and business or all of the assets capital stock of such a Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture permitted by and in accordance with the terms of this Indenture; (D) , and upon delivery by the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant Company to the terms Trustee of the Deed an Officers' Certificate and an Opinion of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable Counsel to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent effect that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section 4.11); or (G) sale or other disposition was made by the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Company in accordance with, all other applicable with the provisions of this Indenture; and (2) such Guarantor delivering , the Trustee shall execute any documents reasonably required and reasonably acceptable in form and substance to the Trustee to evidence the release of such Guarantor from the obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee and under this Article 15 shall remain liable for the Security obligations under its Note Guarantee and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in under this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 15. (bc) At Concurrently with the written request defeasance of the Company and upon receipt Notes under Article 12 of the items described in Section 10.06(a)(2) aboveIndenture, the Trustee Guarantor Subsidiaries shall be released from all of their obligations under their Note Guarantees and under this Article 15, without any action on the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect part of the applicable Note GuaranteeTrustee or any Holder of Notes.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: (a1) A Note Guarantee by a Each Parent Guarantor shall be will automatically and unconditionally be released and dischargedfrom all obligations under its Parent Guarantee, and its Parent Guarantee will thereupon terminate and be discharged and of no further action by force or effect, (i) upon any merger or consolidation of such Guarantor, Parent Guarantor with and into the Company or the Trustee shall be required for the release of such other Parent Guarantor’s Note Guarantee, upon: (Aii) a sale upon legal or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge covenant defeasance of the Company’s obligations under, or satisfaction and discharge of, this Indenture, or (iii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations of such Parent Guarantor then due and owing. (2) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under this Indenture its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture; Indenture (Dincluding Section 411 and Section 501) by the Designation Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor as is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company and the Existing Notes, if applicable (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary; , (Ev) pursuant to the terms of the Deed of Guarantee, security upon legal or a guarantee covenant defeasance of the Company’s obligations under this Indenture which is acceptable to the Security obligations, or satisfaction and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and , or (2vi) such Guarantor delivering subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee and Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Security and Intercreditor Agent an Officer’s Certificate and Opinion Company of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request any Bank Indebtedness of the Company or the Existing Notes, if applicable, to be unconditionally released from all obligations under its Subsidiary Guarantee, and upon receipt such Subsidiary Guarantee shall thereupon terminate and be discharged and of the items described no further force or effect. Upon any such occurrence specified in Section 10.06(a)(2) abovethis paragraph, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: (a1) A Note Guarantee by a Each Parent Guarantor shall be will automatically and unconditionally be released and dischargedfrom all obligations under its Parent Guarantee, and its Parent Guarantee shall thereupon terminate and be discharged and of no further action by force of effect, (i) upon any merger or consolidation of such Guarantor, Parent Guarantor with and into the Company or the Trustee shall be required for the release of such other Parent Guarantor’s Note Guarantee, upon: (Aii) a sale upon legal or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge covenant defeasance of the Company’s obligations under, or satisfaction and discharge of, this Indenture, or (iii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations of such Parent Guarantor then due and owing. (2) At the Company’s option, each Parent Guarantor will automatically and unconditionally be released from all obligations under this Indenture its Parent Guarantee, and its Parent Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the payment in full (by redemption, repurchase, satisfaction and discharge or otherwise), in connection with the Transactions or otherwise, of all Outstanding Existing Notes. (3) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture; Indenture (Dincluding Section 411 and Section 501) by the Designation Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor as is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary; , (Ev) pursuant to the terms of the Deed of Guarantee, security upon legal or a guarantee covenant defeasance of the Company’s obligations under this Indenture which is acceptable to the Security obligations, or satisfaction and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and , or (2vi) such Guarantor delivering subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee and Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Security and Intercreditor Agent an Officer’s Certificate and Opinion Company of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and upon receipt such Subsidiary Guarantee shall thereupon terminate and be discharged and of the items described no further force or effect. Upon any such occurrence specified in Section 10.06(a)(2) abovethis paragraph, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall will be automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company or (ii) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions of this Indenture described under Section 4.14 and Section 5.01 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all the obligations of such Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (Cii) the Company’s designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions in this Indenture; or (iii) upon repayment in full of the Notes or the Issuer's exercise of its Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option in accordance with Article 8 Section 8.02 or the upon satisfaction and discharge of the Company’s Issuer's obligations under this Indenture in accordance with the terms of this Indenture; (Div) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) upon the liquidation or dissolution of such Guarantor; , provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (v) with respect to any Guarantor that became a Guarantor after the Issue Date and was required to provide such Guarantee pursuant to Section 4.15 upon such Guarantor being unconditionally released and discharged from its liability with respect to the Indebtedness that gave rise to the requirement to provide such Guarantee so long as no other Indebtedness guaranteed by the relevant Guarantor would result in the requirement that such Guarantor provide a Guarantee pursuant to Section 4.15 immediately after the release of such Guarantee; provided, that if such Guarantor has Incurred any Indebtedness under this Indenture in reliance on its status as a Guarantor, such Guarantor's obligations under the transaction Indebtedness so Incurred are satisfied and discharged in full or are otherwise permitted to be Incurred under Section 4.09 by a Restricted Subsidiary that is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenturenot a Guarantor; and (2vi) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items as described in under Section 10.06(a)(2) above9, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.and

Release of Note Guarantees. The Note Guarantee of a Guarantor as it relates to a series of Notes shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition; provided that any such release of a Guarantor shall only be permitted if, at the time of such release, (i) such Guarantor does not own, or exclusively license, any Collateral and (ii) such Guarantor is not a Principal Holding Company; (Cc) if the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of the Notes of such Guarantor as an Unrestricted Subsidiaryseries and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed Notes of Guaranteesuch series, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this IndentureArticle Eight; and (2f) as described under Article Nine; provided that, in each case, such Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. ; provided, further, that, for the avoidance of doubt, no Principal Holding Company shall cease to be a Guarantor except as a result of a release pursuant to clause (ba), (d), (e) At or (f) of this Section 10.03. The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a sale concurrently with any sale, exchange, disposition or disposition transfer (including by way of consolidation, merger or amalgamationotherwise) of all or a portion of the Capital Stock (x) any Equity Interests of such Guarantor following which such Guarantor is no longer a Domestic Restricted Subsidiary of the Company; Company or (By) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties and assets of such Guarantor to a Person that is not the Company or a Domestic Restricted Subsidiary of the Company; (C2) upon the Company’s exercise release or discharge by such Guarantor of all the Subsidiary Debt that resulted in the creation of such Note Guarantee pursuant to Section 4.07 (or would have resulted in the creation of a Note Guarantee had such Note Guarantee not already been in place), so long as immediately after the release of such Note Guarantee, the Company would be in compliance with Section 4.07; (3) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its Legal Defeasance option property and assets to either the Company or Covenant Defeasance option in accordance with Article 8 another Guarantor; (4) upon the exercise by the Company of its legal defeasance or covenant defeasance options, or the discharge of the Company’s obligations under this Indenture and the Notes, as described in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Article 8; or (G5) if such Guarantor was not required to create a Note Guarantee but did so at its option, upon the liquidation or dissolution request of such GuarantorGuarantor of a release at any time; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating after giving effect to such transaction have been complied with. (b) At the written request of release, the Company and upon receipt would be in compliance with Section 4.07. Upon any such occurrence giving rise to a release of the items described in Section 10.06(a)(2) a Note Guarantee as specified above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents prepared by the Company reasonably requested in order required to evidence acknowledge such release, discharge and termination in respect of the applicable such Note Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any such Note Guarantee or any such release, termination or discharge.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale other transfer or disposition (including by way of merger, consolidation, merger arrangement or amalgamation) of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (B) the sale or other transfer of all or substantially all of the assets of such a Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person that is not an Affiliate of the Company or a Restricted Subsidiary in compliance with the terms of the Companythis Indenture; (C) the merger, consolidation or amalgamation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such merger, consolidation or amalgamation; (D) the release of a Guarantor of all of its Guarantee obligations in respect of the Credit Facilities (other than pursuant the Notes or this Indenture); (E) the proper designation of any Guarantor as an Unrestricted Subsidiary; (F) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (G) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture; or (H) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee Company, such Guarantor and the Security and Intercreditor Agent Trustee shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect upon the occurrence of any of the following and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale concurrently with any sale, exchange, disposition or disposition transfer (including by way of consolidation, merger or amalgamationotherwise) of any equity interests, or all or a portion substantially all of the Capital Stock assets, of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bii) a sale upon the release (other than discharge upon payment thereof which is the subject of clause (iv) below) of the guarantee by such Guarantor or disposition the repayment of the Subsidiary indebtedness, in each case, that triggered the requirement to provide such Note Guarantee pursuant to Section 4.10, so long as, in each case, no other guarantee or indebtedness is outstanding at such time that would otherwise require the Subsidiary to guarantee the Notes at such time; (including by way iii) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving Person in such merger or consolidation, merger or amalgamation) upon the liquidation of such Guarantor following the transfer of all or substantially all of the its assets of such Guarantor to a Person that is not either the Company or a Restricted Subsidiary of the Company;another Guarantor; or (Civ) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of upon the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) Indenture and the Designation of such Notes; and Such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering deliver to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required (and in a form and substance reasonably acceptable to the Trustee) in order to evidence acknowledge such release, discharge and termination in respect of the applicable Note Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon:: (1) (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale other transfer or disposition (including by way of merger, consolidation, merger arrangement or amalgamation) of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (B) the sale or other transfer of all or substantially all of the assets of such a Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (C) the merger, consolidation or amalgamation of any Guarantor with and into the Company, another Guarantor or a Restricted Subsidiary Person that will become a Guarantor substantially upon the consummation of such merger, consolidation or amalgamation; (D) the release of a Guarantor of all of its Guarantee obligations in respect of the Company; Credit Facilities (Cother than pursuant the Notes or this Indenture); (E) the proper designation of any Guarantor as an Unrestricted Subsidiary; (F) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (G) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture; or (H) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security ; and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee Company, such Guarantor and the Security and Intercreditor Agent Trustee shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor (other than Carnival plc) shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary of the Company; Guarantor either (Ci) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant ceases to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Note Guarantee pursuant to ‎Section 4.11); orunder Section 4.15; (G3) if the liquidation or dissolution of Issuer designates such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with, all other with the applicable provisions of this Indenture; (4) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article Eight; and (26) as described under Article Nine; provided that, in each case, such Subsidiary Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. . The Note Guarantee of Carnival plc shall automatically be released upon any of the circumstances described in clauses (b4), (5) At and (6) of the written immediately preceding paragraph; provided that, in each case, the Issuer has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions at the request of the Company and upon receipt Issuer, including the granting of releases or waivers under the Intercreditor Agreements, to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and no further action by such Guarantor, the Company or the Trustee Guarantor shall be required for the release of such Guarantor’s released from its obligations under this Indenture and its Note Guarantee, upon: (A1) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of in the event Capital Stock of such Guarantor following which is sold, assigned, transferred, conveyed, exchanged or otherwise disposed of (whether by merger, consolidation or otherwise) such that after such sale, assignment, transfer, conveyance, exchange or other disposition such Guarantor is no longer a Restricted Subsidiary of the Company; (B) a sale or disposition (including by way of consolidationsuch Guarantor becomes an Excluded Subsidiary), merger or amalgamation) of all or substantially all of the properties and assets of such Guarantor to are sold, assigned, transferred, conveyed, exchanged, leased or otherwise disposed of, if, in each case, (x) such sale, assignment, transfer, conveyance, exchange, lease or other disposition is made in compliance with this Indenture, including, if applicable, Article 5 and (y)(i) if the Senior Secured Credit Agreement is outstanding, such Guarantor is also released from its liability as a Person that borrower or its Guarantee granted in connection with the Senior Secured Credit Agreement or (ii) if the Senior Secured Credit Agreement is not outstanding, any obligations of such Guarantor under any agreements relating to any other Indebtedness of the Company or a its Restricted Subsidiary Subsidiaries that would then require such Guarantor to Guarantee the Notes pursuant to Section 4.10 terminate upon consummation of the Companysuch transaction; (C2) (a) if the Company’s exercise Senior Secured Credit Agreement is outstanding, upon the release or discharge of such Guarantor from its liability as borrower or its Guarantee of Indebtedness under the Senior Secured Credit Agreement (including, by reason of the termination of the Senior Secured Credit Agreement) or (b) if the Senior Secured Credit Agreement is not outstanding, upon the release or discharge of such Guarantor from part or all of its obligations in respect of any other Indebtedness, including any Indebtedness that resulted in the obligation under this Indenture of such Guarantor to provide a Note Guarantee, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to Section 4.10, and, in each case, except a release or discharge by or as a result of payment under a Guarantee of such Guarantor of the Senior Secured Credit Agreement or such other Indebtedness, as applicable (it being understood that a release subject to contingent reinstatement shall constitute a release). (3) upon the proper designation by the Company in accordance with this Indenture of such Guarantor as an Unrestricted Subsidiary; or (4) upon such Guarantor becoming an Excluded Subsidiary in compliance with this Indenture. (5) upon the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 11. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. (c) Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any release, discharge or termination of any Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of Subsidiary, if the Companysale or other disposition does not violate Section 4.09; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of its Legal Defeasance option such sale or Covenant Defeasance option in accordance with Article 8 or other disposition; (c) if the discharge of the Company’s obligations under this Indenture Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guaranteeunder Article Eight; (Ff) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment described under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this IndentureArticle Nine; and (2g) upon such Guarantor delivering being released from all of its obligations in respect of the Issuer’s senior secured notes due 2024, as applicable; provided that, in each case, such Guarantor has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary, if (a) the sale or other disposition does not violate Section 4.11 or Section 5.01 after giving effect to such transaction, such Subsidiary of the Companyis no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16; (C2) in connection with any sale or other disposition of the Capital Stock of that Guarantor after which such Guarantor is no longer a Restricted Subsidiary, if (a) the Company’s exercise of its Legal Defeasance option sale or Covenant Defeasance option in accordance with Article 8 other disposition does not violate the Section 4.11 or Section 5.01 and (b) after giving effect to such transaction, such Guarantor is no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16; (3) upon the release or discharge of that Guarantor from all Guarantees of, or Indebtedness under, the Company’s obligations Credit Agreement and all other Guarantor Obligation Debt that required the creation of the Guarantee under this Indenture Section 4.16; provided, however, that such Subsidiary is no longer a guarantor of, or obligor or borrower under, any other Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16. (4) if the Issuers designate that Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (D5) the Designation upon legal defeasance, covenant defeasance or satisfaction and discharge of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, Article 8 and 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 Note Guarantee pursuant to ‎Section 4.11)Article 11; or (G6) in connection with the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other Guarantor under applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withlaw. (b) At the written request of the Company Issuer, together with an Officer’s Certificate and upon receipt an Opinion of the items described in Counsel pursuant to Section 10.06(a)(2) above12.03, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. The Issuer shall provide prompt notice to the Trustee of any release of a Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect upon the occurrence of any of the following and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale concurrently with any sale, exchange, disposition or disposition transfer (including by way of consolidation, merger or amalgamationotherwise) of any equity interests, or all or a portion substantially all of the Capital Stock assets, of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bii) a sale upon the release (other than discharge upon payment thereof which is the subject of clause (iv) below) of the guarantee by such Guarantor or disposition the repayment of the Subsidiary indebtedness, in each case that triggered the requirement to provide such Note Guarantee pursuant to Section 4.10, so long as, in each case, no other guarantee or indebtedness is outstanding at such time that would otherwise require the Subsidiary to guarantee the Notes at such time; (including by way iii) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving Person in such merger or consolidation, merger or amalgamation) upon the liquidation of such Guarantor following the transfer of all or substantially all of the its assets of such Guarantor to a Person that is not either the Company or a Restricted Subsidiary of the Company;another Guarantor; or (Civ) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of upon the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) Indenture and the Designation of such Notes; and Such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering deliver to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required (and in a form and substance reasonably acceptable to the Trustee) in order to evidence acknowledge such release, discharge and termination in respect of the applicable Note Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge.

Release of Note Guarantees. (a) A Note Guarantee If no Default has occurred and is continuing under this Indenture, and to the extent not otherwise prohibited by this Indenture, a Subsidiary Guarantor shall will be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s discharged from its Note Guarantee, upon: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties or assets of, or all of such the Partnership’s direct or indirect limited partnership, limited liability company or other equity interests in, that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership’s Affiliate; (C2) upon the Company’s exercise merger of its Legal Defeasance option that Subsidiary Guarantor into the Partnership or Covenant Defeasance option any other Subsidiary Guarantor or the liquidation or dissolution of that Subsidiary Guarantor; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms and Article 11 of this Indenture;; or (D4) following delivery of a written notice by the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant Partnership to the terms Trustee, upon the release of all Guarantees by that Subsidiary Guarantor under the Credit Agreement; provided that, if, at any time following any release of a Subsidiary Guarantor from its initial Note Guarantee of the Deed of GuaranteeNotes as described in this Section 10.06(a)(4), security or the Subsidiary Guarantor again provides a guarantee of Guarantee under the Company’s obligations under this Indenture which is acceptable Credit Agreement, then the Partnership will cause the Subsidiary Guarantor to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor would then be required to again provide a Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of with this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company Partnership, and upon receipt delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Indenture to the items described in Section 10.06(a)(2) aboverelease of such Note Guarantee have been complied with, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Notwithstanding the provisions of Section 1302, Note Guarantee by a Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor shall be will automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s from all obligations under its Note Guarantee, upon: and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect: (Ai) a concurrently with any direct or indirect sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all any Guarantor or a portion any interest therein, or any other transaction, in accordance with the terms of the Capital Stock of such Guarantor this Indenture following which such Guarantor is no longer a Restricted Subsidiary of the Company; ; (Bii) a concurrently with the sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture Guarantor, in accordance with the terms of this Indenture; ; (Diii) in the Designation case of any Wholly Owned Domestic Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 414, at any time such Guarantor is (or, substantially concurrently with the release of the Note Guarantee of such Guarantor Guarantor, will be) released from all of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as an Unrestricted Subsidiary; (Ea borrower) pursuant to the terms in respect of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee Material Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such obligation to guarantee the Notes (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such guarantee Guarantee is so reinstated, such guarantee Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section 4.11Section 414); or (Giv) upon 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 or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (v) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; (vi) upon the occurrence of a Covenant Suspension Event; provided that no Event after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; (vii) upon Defeasance or Covenant Defeasance of Default occurs as a result thereof the Company’s obligations under, or has occurred satisfaction and discharge of this Indenture pursuant to Section 1101; or is continuing; provided(viii) subject to Section 1302(b), that upon payment in full of the transaction is carried out pursuant to, aggregate principal amount of all Notes then Outstanding and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and the Security such Note Guarantee shall thereupon terminate and Intercreditor Agent an Officer’s Certificate be discharged and Opinion of Counsel stating that all conditions precedent provided for no further force or effect. Upon any such occurrence specified in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above1303, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the applicable Note GuaranteeTrustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and termination is authorized.

Release of Note Guarantees. (a) A Each Note Guarantee by a Guarantor and all obligations of such Guarantor under this Indenture and such Note Guarantee shall be automatically and unconditionally released and discharged, and no further discharged without the need for any action by such Parent, the Issuer, such Guarantor, the Company Trustee or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponany other Person: (Aa) in the case of a sale Subsidiary Guarantor, upon any sale, exchange, issuance, transfer or disposition other Disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Subsidiary of the Company; Restricted Subsidiary, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that Subsidiary Guarantor, in each case, if such sale, exchange, issuance, transfer or other Disposition is not prohibited by the Company or a Restricted Subsidiary applicable provisions of the Companythis Indenture; (b) (A) upon the release or discharge of such Guarantor (if Parent is a Guarantor prior to the consummation of the SpinCo-Issuer Merger, other than Parent prior to the consummation of the SpinCo-Issuer Merger) as borrower or guarantor, as applicable, under the Senior Credit Facilities, (B) upon the release or discharge of such other Indebtedness or guarantee that required such Guarantor to provide such Note Guarantee pursuant to clause (ii) of Section 4.15 or (C) in the Company’s exercise case of a Note Guarantee required to be provided pursuant to clause (ii) of Section 4.15, upon a reduction in aggregate principal amount of the Indebtedness being guaranteed by such Guarantor that resulted in such Guarantor providing such Note Guarantee to $310.0 million or less, except (x) in the case of clauses (A) and (B), a discharge or release by or as a result of payment under such Indebtedness or guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release) and (y) in all cases, if at the time of the release and discharge of such Note Guarantee, such Guarantor would be required to guarantee the Notes pursuant to any of the provisions of Section 4.15; (c) in the case of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (d) upon the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or upon the discharge of the CompanyIssuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (De) in the Designation case of a Subsidiary Guarantor, upon the merger, amalgamation, consolidation or winding up of such Subsidiary Guarantor as an Unrestricted Subsidiarywith and into the Issuer or another Guarantor (including, for the avoidance of doubt, a Person that becomes Issuer or Guarantor upon such merger, amalgamation, consolidation or winding up) that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Subsidiary Guarantor; (Ef) in the case of a Subsidiary Guarantor, upon the occurrence of a Covenant Suspension Event; provided that (i) such Note Guarantee shall not be released pursuant to this clause (f) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the terms of the Deed of GuaranteeSenior Credit Facilities and (ii) if applicable, security or following a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for Reversion Date, such Note GuaranteeGuarantee shall be reinstated in accordance with Section 4.16; (Fg) the release or discharge of such other guarantee that resulted in the creation case of such Note GuaranteeParent, except if Parent is a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated Guarantor prior to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section 4.11)consummation of the SpinCo-Issuer Merger, upon the consummation of the SpinCo-Issuer Merger; or (Gh) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withdescribed under Article 9 hereof. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Each Note Guarantee of Secured Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company; or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is permitted or not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (D2) in the Designation case of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to a Subsidiary Guarantor, the terms release or discharge of the Deed of Guarantee, security guarantee by (or a guarantee direct obligation of) such Subsidiary Guarantor of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) Senior Credit Facilities or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or payment of such obligation after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11release); or; (G3) in the liquidation case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary as permitted or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that not prohibited by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and; (24) such Guarantor delivering with respect to the Trustee and Secured Notes, the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for Issuers exercising the legal defeasance option or covenant defeasance option with respect to the Secured Notes in accordance with Article 8 or the Issuers’ obligations under this Indenture and with respect to the Deed Secured Notes being discharged in accordance with the terms of Guarantee relating to such transaction have been complied with.this Indenture; (b5) At the written request merger, amalgamation or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the Company and surviving Person in such merger, amalgamation or consolidation, or upon receipt the liquidation of a Subsidiary Guarantor; or (6) in the items described in Section 10.06(a)(2case of a Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; provided that such Note Guarantee shall not be released pursuant to this clause (6) above, for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Trustee and Senior Credit Facilities or the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note GuaranteeSecured Notes.

Release of Note Guarantees. (a) A Each Note Guarantee of Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company; or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is permitted or not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (D2) in the Designation case of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to a Subsidiary Guarantor, the terms release or discharge of the Deed of Guarantee, security guarantee by (or a guarantee direct obligation of) such Subsidiary Guarantor of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) Senior Credit Facilities or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or payment of such obligation after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11release); or; (G3) in the liquidation case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or dissolution the removal of such Guarantor; provided any Designated SBG Subsidiary that no Event of Default occurs is a Guarantor as a result thereof Restricted Subsidiary and a Subsidiary of the Issuer, in each case, as permitted or has occurred or is continuing; provided, that not prohibited by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and; (24) such Guarantor delivering with respect to the Trustee and Notes, the Security and Intercreditor Agent an OfficerIssuer exercising the legal defeasance option or covenant defeasance option with respect to the Notes in accordance with Article 8 or the Issuer’s Certificate and Opinion obligations under this Indenture with respect to the Notes being discharged in accordance with the terms of Counsel stating that all conditions precedent provided for in this Indenture and the Deed applicable Security Documents or in accordance with the provisions of the First Lien Intercreditor Agreement; (5) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Subsidiary Guarantor; (6) in the case of a Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; provided that such Note Guarantee relating shall not be released pursuant to this clause (6) for so long as such transaction Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities or the Issuer Existing Notes; or (7) in the case of Parent or any other Parent Guarantor, the release or discharge of the guarantees by (or direct obligation of) Parent or such Parent Guarantor of the Senior Credit Facilities, the Issuer Existing Notes and any other Material Indebtedness of the Issuer (other than Obligations under the Notes) then guaranteed by Parent or such other Parent Guarantor, to the extent such guarantees or direct obligations have been complied with. released or discharged or are released or discharged substantially contemporaneously with the release or discharge of such guarantee under the Notes (bthe date on which such release or discharge occurs, the “Parent Guarantee Release Date”). Upon the Parent Guarantee Release Date, the Events of Default set forth in Section 6.01(a) At shall cease to apply to Parent or such Parent Guarantor, as the written request case may be; provided that, if at any time after the Parent Guarantee Release Date, Parent or such Parent Guarantor, as the case may be, shall guarantee any Material Indebtedness of the Company Issuer, the guarantee obligations of Parent or such Parent Guarantor, as the case may be, and upon receipt the Events of the items described Default set forth in Section 10.06(a)(26.01(a) aboveshall again apply to Parent or such Parent Guarantor, as the Trustee and case may be. Parent or such Parent Guarantor, as the Security and Intercreditor Agent case may be, shall execute and deliver any documents take all actions reasonably requested necessary in order to evidence such release, discharge and termination in respect of provide the applicable Note Guaranteesame Guarantee as would be required had the Parent Guarantee Release Date never occurred.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary;; or (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (Aa) in the case of a sale Subsidiary Guarantor, upon any sale, exchange, issuance, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Subsidiary of the Company; Restricted Subsidiary, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that Subsidiary Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary applicable provisions of the Companythis Indenture; (A) upon the release or discharge of the guarantee by such Guarantor of the obligations under the Senior Credit Facilities, (B) upon the release or discharge of such other guarantee that required such Guarantor to provide such Note Guarantee pursuant to Section 4.15 or (C) in the Company’s exercise case of a Note Guarantee required to be provided pursuant to clause (ii) or (iii) of Section 4.15, upon a reduction in aggregate principal amount of the Indebtedness or capital markets debt securities, as the case may be, being guaranteed by such Guarantor that resulted in such Guarantor providing such Note Guarantee to $350.0 million or less, except (x) in the case of clauses (A) and (B), a discharge or release by or as a result of payment under such guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release) and (y) in all cases, if at the time of the release and discharge of such Note Guarantee, such Guarantor would be required to guarantee the Notes pursuant to any of the provisions of Section 4.15; (c) in the case of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (d) upon the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the CompanyIssuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (De) in the Designation case of a Subsidiary Guarantor, upon the merger, amalgamation, consolidation or winding up of such Subsidiary Guarantor as an Unrestricted Subsidiarywith and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Subsidiary Guarantor; (Ef) in the case of a Subsidiary Guarantor, upon the occurrence of a Covenant Suspension Event; provided that (i) such Note Guarantee shall not be released pursuant to this clause (f) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the terms Senior Credit Facilities and (ii) such Note Guarantee shall be reinstated upon the occurrence of the Deed Reversion Date; (g) in the case of Guaranteea Parent Guarantor, security or a guarantee upon (i) such Parent Guarantor becoming “Previous Holdings” in accordance with clause (ii) of the Company’s definition of “Holdings” and (ii) the assumption by the applicable New Holdings of all obligations of such Previous Holdings under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject pursuant to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)supplemental indenture or other applicable documents or instruments; or (Gh) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withdescribed under Article 9 hereof. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Notwithstanding anything to the contrary, a Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (Aa) a sale upon any sale, exchange, issuance, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Guarantor, after which such Guarantor is no longer a Subsidiary of the Company; Restricted Subsidiary, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary applicable provisions of the Companythis Indenture; (Cb) [Reserved]; (c) upon the Company’s exercise designation of its such Guarantor as an Unrestricted Subsidiary or upon such Guarantor becoming (i) a Qualified Liquefaction Development Entity or (ii) a Receivables Subsidiary, in each case in compliance with the applicable provisions of this Indenture; (d) upon a Legal Defeasance option or Covenant Defeasance option with respect to the Notes in accordance with Article 8 or the a satisfaction and discharge of the Company’s obligations under this Indenture with respect to the Notes in accordance with Article 11; (e) upon the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; (f) [Reserved]; (g) [Reserved]; or (h) as described under Article 9 hereof or in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and any Equal Priority Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withAgreement. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Subsidiary Guarantor, the Company or the Trustee shall be required for the release of such Subsidiary Guarantor’s Note Guarantee, upon: (Ai) a sale concurrently with any permitted sale, exchange, disposition or disposition transfer (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the (x) any Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanyCompany or (y) all or substantially all assets of such Subsidiary Guarantor to a Person other than the Company or one of its Subsidiaries; (Bii) a sale or disposition (including by way subject to compliance with the provisions of consolidationArticle 11, upon the merger or amalgamationconsolidation of such Subsidiary Guarantor with and into either the Company or any other Subsidiary Guarantor wherein the Company or such other Subsidiary Guarantor, as applicable, is the surviving Person in such merger or consolidation; (iii) subject to compliance with the provisions of Article 11, upon the permitted dissolution or liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to either the Company or another Subsidiary Guarantor; (iv) with the consent of the Required Holders (or, in the case of a release of all or substantially all of the assets Note Guarantees, the consent of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11all Holders); or (Gv) upon payment in full of the liquidation or dissolution aggregate amount of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuingall Notes Obligations then outstanding and all other Note Guarantee obligations then due and owing; provided, that the transaction is carried out pursuant to, and no such release shall occur if such Subsidiary Guarantor continues to be a guarantor or other obligor in accordance with, all other applicable provisions respect of this Indenture; andany Junior Indebtedness. (2b) Upon such Subsidiary Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee Section 18.06 relating to such transaction release have been complied with. (b) At , at the written request request, and sole cost and expense, of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and (or the Security and Intercreditor Agent Collateral Agent, if applicable) shall execute and deliver any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of Subsidiary, if the Companysale or other disposition does not violate ‎‎Section 4.09; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of its Legal Defeasance option such sale or Covenant Defeasance option in accordance with Article 8 or other disposition; (c) if the discharge of the Company’s obligations under this Indenture Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) the Designation upon completion of a Collateral Swap involving such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other with the applicable provisions of this Indenture; (e) upon the full and final payment of the Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (f) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under ‎‎Article Eight; and (2g) as described under ‎‎Article Nine. provided that, in each case, such Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Notwithstanding anything in this Indenture to the contrary, a Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, discharged upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, arrangement, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that or (ii) the Capital Stock of such Guarantor after which the applicable Guarantor is not the Company or no longer a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions described in Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time); (B) the Guarantor being released or discharged from the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes (for the avoidance of doubt, including a Guarantor on the date of the Indenture being released or discharged from its Guarantee of Indebtedness outstanding under the Senior Credit Facility), if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture (and treating any Note Guarantees of such Guarantor that remain outstanding as incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Note Guarantee, which is sufficient by itself for discharge and release of such Note Guarantee; provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor's obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s 's exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s 's obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions Article 11 of this Indenture; and (2) such Guarantor delivering the Company shall be required to deliver to the Trustee and the Security and Intercreditor Agent an Officer’s 's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied withsatisfied. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock Interests of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of Restricted Subsidiary, or the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to Guarantor, in each case in a Person sale, assignment, transfer, conveyance, exchange or other disposition that is not made in compliance with the provisions of this Indenture, including Section 4.16 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all Guarantees and other obligations of such Guarantor in respect of all other Debt of the Company or a and its Restricted Subsidiary Subsidiaries terminate upon consummation of the Companysuch transaction; (Cii) the release or discharge of such Guarantor as an obligor or guarantor under all other Debt of the Company and its Restricted Subsidiaries, except (i) if such release or discharge is in connection with a refinancing, refunding or replacement of such Debt for which such Guarantor is a borrower or guarantor of the obligations under the new refinanced, refunded or replacement Debt or (ii) if a release or discharge is by or as a result of payment under such other guarantees; (iii) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (iv) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge Discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor Guarantor, together with all of its Obligations under this Indenture, shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor or (ii) Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions described in Section 4.10 and Article 5 (it being understood that only such portion of the Net Proceeds as is required to a Person that is not be applied on or before the Company or date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); (2) in the case of a Restricted Subsidiary that after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.15, it ceases to be a borrower or guarantor of Indebtedness of the CompanyParent, the Issuers or any Restricted Subsidiary under one or more Debt Facilities in excess of the Minimum Guarantee Amount, except a release or discharge by or as a result of payment under such Guarantee, provided that such Subsidiary Guarantor will provide a Note Guarantee thereafter as and to the extent required under Section 4.15; (C3) the Company’s designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; or (4) the Issuers’ exercise of its their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s Issuers’ obligations under this Indenture being discharged in accordance with the terms of Article 11 of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuers, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.; provided that in the case of a release of a Note Guarantee of a Subsidiary Guarantor not involving a Legal Defeasance or Covenant Defeasance or a satisfaction and discharge of this Indenture, prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions precedent 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 Note Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.06. ​

Release of Note Guarantees. (a) A Each Note Guarantee of a series of Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such series and such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; Covenant Parent or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (Di) the Designation release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor with respect to the Senior Credit Facilities (including as a result of such Subsidiary Guarantor being designated as an “Unrestricted Subsidiary; ” under the Senior Credit Facilities) or (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (Fii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except except, in the case of clauses (i) and (ii), a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for release); (3) with respect to such series of Notes, the purposes Issuers exercising the legal defeasance option or covenant defeasance option with respect to such series in accordance with Article 8 or the Issuers’ obligations under this Indenture with respect to such series being discharged in accordance with the terms of this provisionIndenture; (4) in the case of a Subsidiary Guarantor, the merger, amalgamation or consolidation of such Subsidiary Guarantor with and if any into an Issuer or another Subsidiary Guarantor that is the surviving Person in such guarantee is so reinstatedmerger, amalgamation or consolidation, or upon the liquidation of such guarantee shall also be reinstated to Subsidiary Guarantor; (5) in the extent that such Guarantor would then be required to provide case of a Note Guarantee pursuant to ‎Section 4.11)Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; or (G6) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withwith Section 4.15(b)(iii). (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Aa) a sale upon any sale, exchange, disposition, issuance or disposition transfer (including by way of consolidationmerger, merger amalgamation, consolidation or amalgamationotherwise) of all or a portion of of: (i) the Capital Stock of such Subsidiary Guarantor following or any holder of Capital Stock of such Subsidiary Guarantor, after which such the applicable Subsidiary Guarantor is no longer a Subsidiary of the Company;Holdings, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor, in the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be satisfied in connection therewith at the time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09. (it being understood that a release subject to a Person contingent reinstatement is still a release, and that is not if any such obligations are so reinstated, such Note Guarantee shall also be reinstated to the Company or extent that such Subsidiary Guarantor would then be required to provide a Restricted Subsidiary of the Company;Note Guarantee pursuant to Section 4.09); or (Cc) upon the Company’s designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (d) upon the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with pursuant to Article 8 or the discharge of the CompanyIssuer’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (Ge) in connection with the dissolution or liquidation or dissolution of such Subsidiary Guarantor; provided that no Event or (f) with the consent of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Holders in accordance with, all other applicable provisions of this Indenturewith Article 9; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, consolidation, merger Division or amalgamationotherwise) of all or a portion of the Capital Stock Interests of such Guarantor following (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, after which such the applicable Guarantor is no longer a Subsidiary of Restricted Subsidiary, or the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to Guarantor, in each case in a Person sale, assignment, transfer, conveyance, exchange or other disposition that is not made in compliance with the provisions of this Indenture, including Section 4.16 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all Guarantees, Liens and other obligations of such Guarantor in respect of all other Debt of the Company or a and its Restricted Subsidiary Subsidiaries terminate upon consummation of the Companysuch transaction; (Cii) the release or discharge of such Guarantor as an obligor or guarantor under all other Debt of the Company and its Restricted Subsidiaries, except (i) if such release or discharge is in connection with a refinancing, refunding or replacement of such Debt for which such Guarantor is a borrower or guarantor of the obligations under the new refinanced, refunded or replacement Debt or (ii) if a release or discharge is by or as a result of payment under such other guarantees; (iii) the proper designation of any Guarantor as an Unrestricted Subsidiary; (iv) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge Discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (Gv) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions described under Article 9 of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and release have been complied withwith and that such release is authorized or permitted by this Indenture and any applicable Notes Document. (b) The Company shall notify the Trustee and the Collateral Agent of such release or discharge of a Guarantee of a Guarantor by delivering to the Trustee and the Collateral Agent an Officers’ Certificate, upon which the Trustee and the Collateral Agent shall have the right to rely. If the Company or any Guarantor requires and requests that the Trustee execute and deliver an instrument evidencing a release or discharge of a Guarantor, the Company shall provide an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent to such release or discharge have been satisfied and that such release or discharge is authorized or permitted by the terms of this Indenture and the applicable Notes Document. (c) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any other documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of Subsidiary, if the Companysale or other disposition does not violate ‎‎Section 4.09; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09 and the Guarantor ceases to be a Restricted Subsidiary as a result of its Legal Defeasance option such sale or Covenant Defeasance option in accordance with Article 8 or other disposition; (c) if the discharge of the Company’s obligations under this Indenture Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guaranteeunder ‎‎Article Eight; (Ff) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment described under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)‎‎Article Nine; or (Gg) upon such Guarantor (other than the liquidation Secured Guarantor) being released from all of its obligations in respect of the ARCA or dissolution the Pride of such GuarantorAmerica Credit Facility, as applicable; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; providedthat, that the transaction is carried out pursuant toin each case, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Each Note Guarantee of Senior Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company; or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is permitted or not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (D2) in the Designation case of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to a Subsidiary Guarantor, the terms release or discharge of the Deed of Guarantee, security guarantee by (or a guarantee direct obligation of) such Subsidiary Guarantor of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) Senior Credit Facilities or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or payment of such obligation after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11release); or; (G3) in the liquidation case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary as permitted or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that not prohibited by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and; (24) such Guarantor delivering with respect to the Trustee and Senior Notes, the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for Issuers exercising the legal defeasance option or covenant defeasance option with respect to the Senior Notes in accordance with Article 8 or the Issuers’ obligations under this Indenture and with respect to the Deed Senior Notes being discharged in accordance with the terms of Guarantee relating to such transaction have been complied with.this Indenture; (b5) At the written request merger, amalgamation or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the Company and surviving Person in such merger, amalgamation or consolidation, or upon receipt the liquidation of a Subsidiary Guarantor; or (6) in the items described in Section 10.06(a)(2case of a Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; provided that such Note Guarantee shall not be released pursuant to this clause (6) above, for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Trustee and Senior Credit Facilities or the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note GuaranteeSecured Notes.

Release of Note Guarantees. (a) A The Note Guarantee by of a Subsidiary Guarantor shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the Companysale or other disposition; (C3) if the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture Parent Guarantor designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (D4) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (E5) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guaranteeunder Article Eight; (F6) in connection with enforcement actions as provided under the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Intercreditor Agreement; or (G7) the liquidation or dissolution of such Guarantoras described under Article Nine; provided that no Event of Default occurs as a result thereof or that, in each case, such Subsidiary Guarantor has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At the written request . The Note Guarantee of the Company and Parent Guarantor shall automatically be released upon receipt any of the items circumstances described in Section 10.06(a)(2clauses (4), (5), (6) aboveand (7) of the immediately preceding paragraph; provided that, in each case, the Parent Guarantor has delivered to the Trustee and an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions, including the Security and granting of releases or waivers under the Inter-creditor Agreement or any Additional Intercreditor Agent shall execute and deliver Agreement, to effectuate any documents reasonably requested release of a Note Guarantee in order to evidence such release, discharge and termination in respect accordance with these provisions. Each of the applicable Note Guaranteereleases set forth above shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties or assets of such Guarantor that Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16 hereof; (Cb) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, consolidation or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) in the case of a Subsidiary Guarantor, if the Company designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon the liquidation or dissolution of such Guarantor in a transaction or series of transactions that does not violate the terms of the Note Documents; or (e) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Company’s obligations under Section 11.01 hereof. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Indenture in accordance with Section 10.07 will remain liable for the terms full amount of this Indenture; (D) principal of, premium, if any, on, and interest, if any, on, the Designation Notes and for the other obligations of such any Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 10. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, discharged under this Indenture upon: (Ai) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Guarantor; (ii) in the case of a Subsidiary Guarantor, any direct or indirect sale, exchange or other transfer (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer) after which the applicable Subsidiary Guarantor either (i) is no longer a Subsidiary of the CompanyIssuer, Carnival plc or another Guarantor or (ii) would not be required to provide a Note Guarantee under Section 4.07; (Ciii) in the Company’s exercise case of its Legal Defeasance option a Subsidiary Guarantor, the release or Covenant Defeasance option discharge of the Guarantee by a Subsidiary Guarantor of the Existing First-Priority Secured Notes and any other indebtedness that requires or would require such Subsidiary Guarantor to guarantee the Notes; (iv) in accordance with Article 8 or the case of each Subsidiary Guarantor, upon the first date following the Issue Date on which a Guarantee Fall-Away Event has occurred, regardless of whether the conditions set forth in clauses (i) and (ii) of the definition of Guarantee Fall-Away Event continue to be satisfied; or (v) the discharge of the CompanyIssuer’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At Subject to Section 4.07(b), in the written request event that any released Subsidiary Guarantor (in the case of the Company and upon receipt of the items described in Section 10.06(a)(2clause (iii) above) thereafter becomes an issuer, borrower, obligor or guarantor under the Trustee and Existing First-Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor to Guarantee the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence Notes, such release, discharge and termination in respect of the applicable Note former Subsidiary Guarantor will again provide a Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall will be automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Ai) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company or (ii) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions of this Indenture described under Section 4.14 and Section 5.01 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all the obligations of such Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (Cii) the Company’s designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions in this Indenture; or (iii) upon repayment in full of the Notes or the Issuer's exercise of its Legal Defeasance legal defeasance option or Covenant Defeasance covenant defeasance option in accordance with Article 8 Section 8.02 or the upon satisfaction and discharge of the Company’s Issuer's obligations under this Indenture in accordance with the terms of this Indenture; (Div) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) upon the liquidation or dissolution of such Guarantor; , provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (v) with respect to (x) Rand Uranium Proprietary Limited and (y) any Guarantor that became a Guarantor after the Issue Date and was required to provide such Guarantee pursuant to Section 4.15 upon such Guarantor being unconditionally released and discharged from its liability with respect to the Indebtedness that gave rise to the requirement to provide such Guarantee so long as no other Indebtedness guaranteed by the relevant Guarantor would result in the requirement that such Guarantor provide a Guarantee pursuant to Section 4.15 immediately after the release of such Guarantee; provided, that if such Guarantor has Incurred any Indebtedness under this Indenture in reliance on its status as a Guarantor, such Guarantor's obligations under the transaction Indebtedness so Incurred are satisfied and discharged in full or are otherwise permitted to be Incurred under Section 4.09 by a Restricted Subsidiary that is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenturenot a Guarantor; and (2vi) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items as described in under Section 10.06(a)(2) above9, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.and

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger amalgamation, arrangement, consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.10 needs to be applied in accordance therewith at such time); provided that all the obligations of such Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (B) the Guarantor becoming an Immaterial Subsidiary; provided that if such released Guarantor ceases to be an Immaterial Subsidiary, it shall again provide a Note Guarantee; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. Notwithstanding the -------------------------- provisions of Section 1302, Note Guarantees will be subject to termination and ------------ discharge under the circumstances described in this Section 1303: ------------ (a1) A Note Guarantee by a Guarantor shall be The Company will automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s from all obligations under its Note Guarantee, upon:and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) with respect to the predecessor Company, as and when provided in Section 502, (ii) pursuant to the terms of its Note Guarantee, (iii) ----------- upon Defeasance or Covenant Defeasance of the relevant Issuer's obligations, or satisfaction and discharge of this Indenture, as provided in Article 11 or Article 12, and (iv) subject to Section 1301(d)(iii), upon ---------- ---------- -------------------- payment in full of the aggregate principal amount of all Notes then outstanding for which the relevant Issuer is liable and all other Guaranteed Note Obligations of such Issuer then due and owing. (A2) a An Issuer will automatically and unconditionally be released from all obligations under its Note Guarantee with respect to an Issuer or the Issuers, as the case may be and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) with respect to the relevant predecessor Issuer, as and when provided in Section ------- 502, (ii) pursuant to the terms of its Note Guarantee, (iii) upon --- Defeasance or Covenant Defeasance of the other Issuer's obligations, or satisfaction and discharge of this Indenture, as provided in Article 11 or ---------- Article 12, and (iv) subject to Section 1301(d)(iii), upon payment in full ---------- -------------------- of the aggregate principal amount of all Notes then outstanding for which the other Issuer is liable and all other Guaranteed Note Obligations of the other Issuer then due and owing. (3) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all any Subsidiary Guarantor or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture any interest therein in accordance with the terms of this Indenture; Indenture (Dincluding Section 411) by the Designation ----------- Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of such Guarantor as an Unrestricted Subsidiary; the Company, (Eii) pursuant to the terms of the Deed of its Subsidiary Guarantee, security (iii) at any time that such Subsidiary Guarantor is released from all its obligations under all its Guarantees of 117 payment by the relevant Issuer of Indebtedness (other than Bank Indebtedness) of such Issuer, (iv) upon the merger or a guarantee consolidation of such Subsidiary Guarantor with and into the Company, an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (v) upon Defeasance or Covenant Defeasance of the Company’s obligations under this Indenture which is acceptable to the Security relevant Issuer's obligations, or satisfaction and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and , as provided in Article 11 or Article 12, and (2vi) subject to Section ---------- ---------- ------- 1301(d)(iii), upon payment in full of the aggregate principal amount of all ------------ Notes then outstanding for which the relevant Issuer is liable and all other Guaranteed Note Obligations of such Guarantor delivering to the Trustee Issuer then due and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for owing. Upon any such occurrence specified in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above1303, the Trustee and the Security and Intercreditor Agent shall ------------ execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable such Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall will be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, discharged upon: (Aa) a sale direct or indirect sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, merger dividend distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following (as a result of which such Guarantor is would no longer be a Subsidiary of the Company; Restricted Subsidiary), or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor the Guarantor, to a Person that is not other than the Company Issuer or a Restricted Subsidiary of and otherwise in compliance with this Indenture, the CompanyIntercreditor Agreement and any Additional Intercreditor Agreement; (Cb) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option designation in accordance with Article 8 or the discharge Section 4.12 of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (Ec) pursuant to payment in full of principal, interest and all other obligations on the terms Notes or Legal Defeasance or Covenant Defeasance under Article 8 hereof or satisfaction and discharge of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guaranteeunder Article 10 hereof; (Fd) in accordance with the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement, including in respect of the provisions relating to an IPO Debt Pushdown; (e) upon the release or discharge of such the Guarantee and any other guarantee that resulted in the creation obligations of such Note GuaranteeGuarantor under the Senior Term Facilities Agreement, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent provided that such Guarantor would then is not providing a Guarantee in respect of any other Credit Facility that replaces the Senior Term Facilities Agreement at such time that will not also be required to provide released substantially simultaneously with the release of the Notes Guarantee and/or a Note Guarantee pursuant to ‎Section 4.11); orunder the Senior Term Facilities Agreement; (Gf) as described in Section 4.14(e) hereof; (g) upon the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation or dissolution of such Guarantor; provided that no Event , in each case, in compliance with Section 5.01; (h) in connection with a Permitted Transaction; (i) upon the achievement of Default occurs as a result thereof or has occurred or is continuing; provided, that Investment Grade Status by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this IndentureNotes; and (2j) such Guarantor delivering as described in Article 9 hereof. Upon any occurrence giving rise to a release of a Note Guarantee, as specified in this Section 11.09, the Trustee and the Security and Intercreditor Agent Trustee, upon receipt of an Officer’s Certificate from the Issuer in accordance with the provisions of Section 14.03, which the Trustee shall be entitled to rely on absolutely and Opinion of Counsel stating that without further inquiry, will take all conditions precedent provided for in this Indenture necessary actions at the reasonable request and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request cost of the Company Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and upon receipt indemnifications. Each of the items described in Section 10.06(a)(2) abovereleases set forth above shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent on the part of the Trustee. None of the Issuer, the Trustee and or any Guarantor will be required to make a notation on the Security and Intercreditor Agent shall execute and deliver Notes to reflect any documents reasonably requested in order to evidence such release, discharge termination or discharge. The Issuer may in its sole discretion, and termination without prejudice to any future election in respect relation thereto, elect to have any Note Guarantee remain in place as opposed to being released. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.09 will remain liable for the full amount of principal of, premium, if any, interest and Additional Amounts, if any, on, the applicable Note GuaranteeNotes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

Release of Note Guarantees. (a) A Each Note Guarantee of Senior Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company; or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is permitted or not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (D2) in the Designation case of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to a Subsidiary Guarantor, the terms release or discharge of the Deed of Guarantee, security guarantee by (or a guarantee direct obligation of) such Subsidiary Guarantor of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) Senior Credit Facilities or the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or payment of such obligation after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11release); or; (G3) in the liquidation case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or dissolution the removal of such Guarantor; provided any Designated SBG Subsidiary that no Event of Default occurs is a Guarantor as a result thereof Restricted Subsidiary and a Subsidiary of the Issuer, in each case, as permitted or has occurred or is continuing; provided, that not prohibited by the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and; (24) such Guarantor delivering with respect to the Trustee Senior Notes, the Issuer exercising the legal defeasance option or covenant defeasance option with respect to the Senior Notes in accordance with Article 8 or the Issuer’s obligations under this Indenture with respect to the Senior Notes being discharged in accordance with the terms of this Indenture; (5) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Subsidiary Guarantor; (6) in the case of a Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; provided that such Note Guarantee shall not be released pursuant to this clause (6) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities or the Existing Senior Notes; or (7) in the case of Parent or any other Parent Guarantor, the release or discharge of the guarantee by (or direct obligation of) Parent or such Parent Guarantor of the Senior Credit Facilities, the Existing Senior Notes and any other Material Indebtedness of the Issuer (other than Obligations under the Senior Notes) (the date on which such release or discharge occurs, the “Parent Guarantee Release Date”). Upon the Parent Guarantee Release Date, Parent or such Parent Guarantor, as the case may be, shall not be subject to Sections 4.03 and 5.01(c), and the Security Events of Default set forth in Section 6.01(a) shall not apply to Parent or such Parent Guarantor, as the case may be; provided that, if at any time after the Parent Guarantee Release Date, Parent or such Parent Guarantor, as the case may be, shall guarantee any Material Indebtedness of the Issuer, the guarantee obligations of Parent or such Parent Guarantor, as the case may be, and Intercreditor Agent an Officer’s Certificate its obligations under Sections 4.03 and Opinion of Counsel stating that all conditions precedent provided for in this Indenture 5.01(c) shall be automatically reinstated, and the Deed Events of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described Default set forth in Section 10.06(a)(26.01(a) aboveshall again apply to Parent or such Parent Guarantor, as the Trustee and case may be. Parent or such Parent Guarantor, as the Security and Intercreditor Agent case may be, shall execute and deliver any documents take all actions reasonably requested necessary in order to evidence such release, discharge and termination in respect of provide the applicable Note Guaranteesame Guarantee as would be required had the Parent Guarantee Release Date never occurred.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: (a1) A Note Guarantee by a Guarantor shall be The Company will automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s from all obligations under its Note Guarantee, upon:and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) with respect to the predecessor Company, as and when provided in Section 502, (ii) pursuant to the terms of its Note Guarantee, (iii) upon Defeasance or Covenant Defeasance of the relevant Issuer's obligations, or satisfaction and discharge of this Indenture, as provided in Article 11 or Article 12, and (iv) subject to Section 1301(d)(iii), upon payment in full of the aggregate principal amount of all Notes then outstanding for which the relevant Issuer is liable and all other Guaranteed Note Obligations of such Issuer then due and owing. (A2) a An Issuer will automatically and unconditionally be released from all obligations under its Note Guarantee with respect to an Issuer or the Issuers, as the case 105 may be and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) with respect to the relevant predecessor Issuer, as and when provided in Section 502, (ii) pursuant to the terms of its Note Guarantee, (iii) upon Defeasance or Covenant Defeasance of the other Issuer's obligations, or satisfaction and discharge of this Indenture, as provided in Article 11 or Article 12, and (iv) subject to Section 1301(d)(iii), upon payment in full of the aggregate principal amount of all Notes then outstanding for which the other Issuer is liable and all other Guaranteed Note Obligations of the other Issuer then due and owing. (3) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all any Subsidiary Guarantor or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture any interest therein in accordance with the terms of this Indenture; Indenture (Dincluding Section 411) by the Designation Company or a Restricted Subsidiary, following which such Subsidiary Guarantor (or the surviving Person in any such Merger, if applicable) is not a Restricted Subsidiary of such Guarantor as an Unrestricted Subsidiary; the Company, (Eii) pursuant to the terms of the Deed of its Subsidiary Guarantee, security (iii) at any time that such Subsidiary Guarantor is released from all its obligations under all its Guarantees of payment by the relevant Issuer of Indebtedness (other than Bank Indebtedness) of such Issuer, (iv) upon the merger or a guarantee consolidation of such Subsidiary Guarantor with and into the Company, an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (v) upon Defeasance or Covenant Defeasance of the Company’s obligations under relevant Issuer's obligations, or satisfaction and discharge of this Indenture Indenture, as provided in Article 11 or Article 12, and (vi) subject to Section 1301(d)(iii), upon payment in full of the aggregate principal amount of all Notes then outstanding for which the relevant Issuer is acceptable liable and all other Guaranteed Note Obligations of such Issuer then due and owing. Subject to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; foregoing, the Company will not permit any Subsidiary Guarantor to consolidate or merge with or into any Restricted Subsidiary (F) the release or discharge of such other guarantee Person that resulted in the creation of such Note Guarantee, except will become a discharge or release by or Restricted Subsidiary as a result of payment such merger or consolidation) that is not a Subsidiary Guarantor unless (x) such Subsidiary Guarantor is the surviving Person or (y) such other Restricted Subsidiary expressly assumes all the obligations of such Subsidiary Guarantor under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Subsidiary Guarantor's Note Guarantee pursuant to ‎Section 4.11); or (Gif then otherwise in effect) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, by executing and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and a supplemental indenture or one or more other documents or instruments in form reasonably satisfactory to the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for Trustee. Upon any such occurrence specified in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above1303, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable such Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor (other than Carnival Corp. or Carnival plc) shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary of the Company; Guarantor either (Ci) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant ceases to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Note Guarantee pursuant to ‎Section 4.11); orunder Section 4.15; (G3) the liquidation or dissolution of if Carnival Corp. designates such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with, all other with the applicable provisions of this Indenture; (4) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article Eight; and (26) as described under Article Nine; provided that, in each case, such Subsidiary Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. . The Note Guarantees of Carnival Corp. and Carnival plc shall automatically be released upon any of the circumstances described in clauses (b4), (5) At and (6) of the written immediately preceding paragraph; provided that, in each case, Carnival Corp. has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions at the request of the Company and upon receipt Carnival Corp. to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. For purposes of the Notes, pursuant to Section 12.06(a)(1)(B) of this Indenture, as set forth in the First Supplemental Indenture, the following additional subclauses are added to Section 12.06(a)(1) of this Indenture, existing subclause (1)(A) of this Indenture, as set forth in the First Supplemental Indenture, is re-lettered and Section 12.06 of this Indenture is hereby amended and restated in its entirety as follows: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) In the case of a sale Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger amalgamation, consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Subsidiary Guarantor following after which such the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with Section 4.09 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.09 needs to be applied in accordance therewith at such time) and Article 5; provided that (x) all the obligations of such Subsidiary Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction and (y) any Investment of the Company or any other Subsidiary of the CompanyCompany (other than any Subsidiary of such Subsidiary Guarantor) in such Subsidiary Guarantor or any Subsidiary of such Subsidiary Guarantor in the form of an Obligation or Preferred Stock is repaid, satisfied, released and discharged in full upon such release; (B) a sale or disposition (including by way the proper designation of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted any Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Subsidiary Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (b) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the Companysale or other disposition; (Cc) if the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) the Designation Subsidiary Guarantor becomes an Excluded Subsidiary under clauses (f) or (g) of such Guarantor as an Unrestricted Subsidiarydefinition; (Ee) pursuant to the terms upon repayment of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Notes; or (Gf) the liquidation upon legal defeasance, covenant defeasance or dissolution satisfaction and discharge of such Guarantorthis Indenture as provided under Article Eight; provided that no Event of Default occurs as a result thereof that, in each case, the Issuer, or such Subsidiary Guarantor has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering delivered to the Trustee and the Security and Intercreditor Agent Collateral Trustee an Officer’s Certificate (which may be combined with any other Officer’s Certificate required to be delivered pursuant to other provisions referenced in the foregoing clauses) and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At the written request of the Company and upon . Upon receipt of the items described Officer’s Certificate and the Opinion of Counsel referred to in Section 10.06(a)(2) abovethe preceding paragraph, the Trustee and the Security and Intercreditor Agent Collateral Trustee shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect take all necessary actions at the request of the applicable Issuer, including the granting of releases or waivers under the Collateral Trust Agreement, to effectuate any release of a Note GuaranteeGuarantee in accordance with these provisions. Each of the releases set forth above shall be effected by the Trustee or the Collateral Trustee without the consent of the Holders and will not require any other action or consent on the part of the Trustee or the Collateral Trustee.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, any Note Guarantee will be subject to termination and discharge under the circumstances described in this Section 1303: (a) A Any Note Guarantee by a Guarantor shall be will automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s from all obligations under its Note Guarantee, upon: and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (Ai) a concurrently with any sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all any Note Guarantor or any interest therein in accordance with the terms of the Indenture (including Section 410) by the Company or a portion of the Capital Stock of such Guarantor Restricted Subsidiary, following which such Note Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; , (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (Eii) pursuant to the terms of its Note Guarantee (in the Deed case of Guaranteeany Voluntary Note Guarantor), security or a guarantee (iii) at any time that such Note Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of Bank Indebtedness of the Company’s obligations under , (iv) upon the merger or consolidation of any Note Guarantor with and into the Company or another Note Guarantor that is the surviving Person in such merger or consolidation, (v) upon legal or covenant defeasance of the Company's obligations, or satisfaction and discharge of this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; Article 11 or Article 12, or (Fvi) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for clause (b)(iii) of Section 1301, upon payment in full of the purposes aggregate principal amount of this provision, all Notes then outstanding and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee Guaranteed Obligations then due and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withowing. (b) At the written request of Upon 30 days' notice by the Company to the Trustee, any Voluntary Note Guarantor shall be unconditionally released from all obligations under its Note Guarantee, and upon receipt such Note Guarantee shall thereupon terminate and be discharged and of the items described no further force or effect. Upon any such occurrence specified in this Section 10.06(a)(2) above1303, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable such Note Guarantee.

Release of Note Guarantees. (a) A Notwithstanding anything to the contrary, a Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (Aa) a sale upon any sale, exchange, issuance, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Guarantor, after which such Guarantor is no longer a Subsidiary of the Company; Restricted Subsidiary, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary applicable provisions of the Companythis Indenture; (Cb) [Reserved]; (c) upon the Company’s exercise designation of its such Guarantor as an Unrestricted Subsidiary or upon such Guarantor becoming (i) a Qualified Liquefaction Development Entity, (ii) a Receivables Subsidiary, (iii) an Immaterial Subsidiary, (iv) a Captive Insurance Subsidiary, (v) a not-for-profit or special purpose Subsidiary or (vi) a Subsidiary with respect to which a guarantee would result in material adverse tax consequences, as reasonably determined by the Issuer, in each case in compliance with the applicable provisions of this Indenture; (d) upon a Legal Defeasance option or Covenant Defeasance option with respect to the Notes in accordance with Article 8 or the a satisfaction and discharge of the Company’s obligations under this Indenture with respect to the Notes in accordance with Article 11; (e) upon the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; (f) [Reserved]; (g) [Reserved]; or (h) as described under Article 9 hereof or in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms provisions of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Equal Priority Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withAgreement. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuer or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary, if (a) the sale or other disposition does not violate Section 4.11 or Section 5.01 after giving effect to such transaction, such Subsidiary of the Companyis no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16; (C2) in connection with any sale or other disposition of the Capital Stock of that Guarantor after which such Guarantor is no longer a Restricted Subsidiary, if (a) the Company’s exercise of its Legal Defeasance option sale or Covenant Defeasance option in accordance with Article 8 other disposition does not violate the Section 4.11 or Section 5.01 and (b) after giving effect to such transaction, such Guarantor is no longer a guarantor of, or obligor or borrower under, any Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16; (3) upon the release or discharge of that Guarantor from all Guarantees of, or Indebtedness under, the Company’s obligations Credit Agreement, the Existing Notes and all other Guarantor Obligation Debt that required the creation of the Guarantee under this Indenture Section 4.16; provided, however, that such Subsidiary is no longer a guarantor of, or obligor or borrower under, any other Guarantor Obligation Debt such that it would be required to continue to provide a Note Guarantee under Section 4.16; (4) if the Issuers designate that Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (D5) the Designation upon legal defeasance, covenant defeasance or satisfaction and discharge of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, Article 8 and 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 Note Guarantee pursuant to ‎Section 4.11)Article 11; or (G6) in connection with the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other Guarantor under applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withlaw. (b) At the written request of the Company Issuer, together with an Officer’s Certificate and upon receipt an Opinion of the items described in Counsel pursuant to Section 10.06(a)(2) above12.03, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. The Issuer shall provide prompt notice to the Trustee of any release of a Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Company, the Trustees or the Trustee Collateral Agent shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, amalgamation, arrangement, consolidation, merger winding up or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (Bi) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that or (ii) the Capital Stock of such Guarantor, in each case, after which the applicable Guarantor is not the Company or no longer a Restricted Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions described in Section 4.10 and Article 5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time); (B) the Guarantor ceasing to be a borrower or guarantor under all Debt Facilities (including, for the avoidance of doubt, the Senior Credit Facility) and being released or discharged from all obligations thereunder (including all pledges, security interests and hypothecs granted in connection therewith) and such Guarantor being released or discharged from any other Indebtedness in excess of $50.0 million aggregate principal amount (in each case other than Indebtedness Incurred under the proviso to clause (1) or under clause (5), (17), (20) or (21) of Section 4.09(b)), including the Indebtedness or Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture (and treating any Note Guarantees of such Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; provided that if such Person has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture being discharged in accordance with the terms of Article 11 of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary;; or (E) pursuant the Guarantor ceasing to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Subsidiary as a result of payment under such guarantee (it being understood that a release any foreclosure of any pledge or security interest in favor of First Priority Obligations or other exercise of remedies in respect thereof, subject to a contingent reinstatement will constitute a release for to, in each case, the purposes application of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution proceeds of such Guarantor; provided that no Event foreclosure or exercise of Default occurs as a result thereof or has occurred or is continuing; provided, that remedies in the transaction is carried out pursuant to, and manner described in accordance with, all other applicable provisions of this Indenturethe Intercreditor Agreement; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent Trustees an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent Trustees shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale other transfer or disposition (including by way of merger, consolidation, merger arrangement or amalgamation) of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (B) the sale or other transfer of all or substantially all of the assets of such a Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person that is not an Affiliate of the Company or a Restricted Subsidiary in compliance with the terms of the Companythis Indenture; (C) the merger, consolidation, arrangement or amalgamation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such merger, consolidation, arrangement or amalgamation; (D) the release of a Guarantor of all of its Guarantee obligations in respect of the Credit Facilities (other than pursuant the Notes or this Indenture); (E) the proper designation of any Guarantor as an Unrestricted Subsidiary; (F) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (G) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture; or (H) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and/or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee Company, such Guarantor and the Security and Intercreditor Agent Trustee shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger amalgamation, consolidation or amalgamationotherwise) of all or a portion of the Capital Stock Interests of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary of Restricted Subsidiary, or the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor, in each case in a sale, assignment, transfer, conveyance, exchange or other disposition that is made in compliance with the provisions of this Indenture, including Section 4.16 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time); provided that all Guarantees and other obligations of such Guarantor in respect of all other Debt of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction; (B) the release or discharge of such Guarantor as borrower under the Senior Credit Facilities or from its Guarantee of Debt of the Company and its Restricted Subsidiaries under the Senior Credit Facilities, except a release or discharge by or as a result of payment under such Guarantee or in connection with a refinancing, refunding or replacement of the Senior Credit Facilities in which such Guarantor is a borrower or guarantor of the obligations under the new refinanced, refunded or replacement Senior Credit Facilities (it being understood that a release subject to a Person contingent reinstatement will constitute a release for purposes of this provision, and that if any such Guarantee is not so reinstated, such Note Guarantee shall also be reinstated to the Company or extent that such Guarantor would then be required to provide a Restricted Subsidiary of the CompanyNote Guarantee pursuant to Section 4.11); (C) the Designation of any Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary pursuant to the applicable provisions of this Indenture; or (D) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the satisfaction and discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this IndentureArticle 11; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction and release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor (other than Carnival plc) shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary of the Company; Guarantor either (Ci) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant ceases to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Note Guarantee pursuant to ‎Section 4.11); orunder Section 4.15; (G3) if the liquidation or dissolution of Issuer designates such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with, all other with the applicable provisions of this Indenture; and; (24) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article Eight; or (6) as described under Article Nine; provided that, in each case, such Subsidiary Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. . The Note Guarantee of Carnival plc shall automatically be released upon any of the circumstances described in clauses (b4), (5) At and (6) of the written immediately preceding paragraph; provided that, in each case, Carnival plc has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions at the request of the Company and upon receipt Issuer, including the granting of releases or waivers under the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A The Note Guarantee by a Guarantor with respect to any series of Notes shall be automatically and unconditionally released (and discharged, thereupon shall terminate and be discharged and be of no further action by force and effect with respect to such Guarantor, series) upon: (i) the Company exercising its legal defeasance or covenant defeasance option with respect to the Notes of such series pursuant to Article XIII of the applicable Indenture or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the satisfaction and discharge of the Company’s obligations under this Indenture of the Company with respect to the Notes of such series pursuant to Article IV of the applicable Indenture, in accordance each case, in compliance with the terms of this Eighth Supplemental Indenture and the applicable Indenture; ; and (Dii) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor Company delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Eighth Supplemental Indenture and the Deed of Guarantee applicable Indenture relating to such transaction release have been complied with. (b) At For the written request avoidance of doubt (other than as expressly provided in the applicable Indenture), nothing in this Eighth Supplemental Indenture shall prevent any New Guarantor from merging with and into the Company, or the Company from merging with and upon receipt of the items described into any New Guarantor, and in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of event the applicable Note Guarantee.Guarantees shall terminate and the surviving entity shall remain the primary obligor under the Notes, the applicable Indenture and this Eighth Supplemental Indenture. Furthermore, for the avoidance of doubt (other than as expressly provided in the applicable Indenture), nothing in this Eighth Supplemental Indenture shall prevent any Guarantor from merging with and into any other Guarantor, and in such event the guarantee of the surviving entity shall remain in full force and effect and the guarantee of the non-surviving entity shall terminate. ARTICLE THREE MISCELLANEOUS PROVISIONS Section

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and dischargeddischarged and be of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of the Companythis Indenture; (B2) a sale the release or disposition discharge of such Guarantor from its liability as borrower under, or Guarantee of Indebtedness of the Company under, the Senior Credit Facility (including by way reason of consolidation, merger or amalgamationthe termination of the Senior Credit Facility) and its Guarantee of all or substantially all other Material Indebtedness of the assets Company and the Guarantors, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a Person release or discharge by or as a result of payment under such Note Guarantee (it being understood that a release subject to a contingent reinstatement is not still a release, and that if any such Guarantee of Indebtedness of the Company under the Senior Credit Facility or any other Material Indebtedness is reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.11); provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary of the Company(other than a Guarantor) under Section 4.09; (C3) the proper designation of any Guarantor as an Unrestricted Subsidiary; or (4) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company Company, and upon receipt delivery to the Trustee of the items described in Section 10.06(a)(2) abovean Officers’ Certificate and an Opinion of Counsel that such release of a Note Guarantee complies with this Indenture, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence an appropriate instrument evidencing such release, release and discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Subsidiary Guarantor, the Company or the Trustee shall be required for the release of such Subsidiary Guarantor’s Note Guarantee, upon: (Ai) a sale concurrently with any sale, exchange, disposition or disposition transfer (including by way of consolidation, merger or amalgamationotherwise) of all or a portion of the (x) any Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanyCompany or (y) all or substantially all assets of such Subsidiary Guarantor to a Person other than the Company or one of its Subsidiaries; (B1) a sale or disposition (including by way of consolidation, upon the merger or amalgamationconsolidation of such Subsidiary Guarantor with and into either the Company or any other Subsidiary Guarantor wherein the Company or such other Subsidiary Guarantor, as applicable, is the surviving Person in such merger or consolidation; (2) upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of the its assets of such Guarantor to a Person that is not either the Company or a Restricted another Subsidiary of the CompanyGuarantor; (C3) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance concurrently with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; such Subsidiary becoming an Excluded Subsidiary (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant subject to the terms of the Deed of Guaranteeproviso thereof) (provided that, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation case of such Note Guarantee, except a discharge or release Subsidiary becoming an Excluded Subsidiary by or as virtue of ceasing to be a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstatedWholly Owned Subsidiary, such guarantee release shall also be reinstated only apply if such transaction is entered into for a bona fide business purpose and not to circumvent the extent that such Guarantor would then be required requirement to provide a Note Guarantee pursuant to ‎Section 4.11or grant security); or (G4) upon the liquidation occurrence of a Fundamental Change described in clauses (a) or dissolution (b) of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; anddefinition thereof. (2ii) Upon such Subsidiary Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee Section 18.06 relating to such transaction release have been complied with. (b) . At the written request request, and sole cost and expense, of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and (or the Security and Intercreditor Agent Collateral Agent, if applicable) shall execute and deliver any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Each Note Guarantee of a series of Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such series and such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; Covenant Parent or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (Di) the Designation release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor with respect to the Senior Credit Facilities (including as a result of such Subsidiary Guarantor being designated as an “Unrestricted Subsidiary; ” under the Senior Credit Facilities) or (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (Fii) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except except, in the case of clauses (i) and (ii), a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for release); (3) with respect to such series of Notes, the purposes Issuers exercising the legal defeasance option or covenant defeasance option with respect to such series in accordance with Article 8 or the Issuers’ obligations under this Indenture with respect to such series being discharged in accordance with the terms of this provisionIndenture; (4) in the case of a Subsidiary Guarantor, the merger, amalgamation or consolidation of such Subsidiary Guarantor with and if any into an Issuer or another Subsidiary Guarantor that is the surviving Person in such guarantee is so reinstatedmerger, amalgamation, consolidation, or upon the liquidation of such guarantee shall also be reinstated to Subsidiary Guarantor; (5) in the extent that such Guarantor would then be required to provide case of a Note Guarantee pursuant to ‎Section 4.11)Subsidiary Guarantor, upon the occurrence of an Investment Grade Event; or (G6) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withwith Section 4.15(b)(iii). (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary Subsidiary, if (i) the sale or other disposition does not violate Section 4.09 and (ii) if the Guarantor is a Chargor and such sale or disposition constitutes an Asset Sale, a Notes Offer or Asset Sale Offer with respect to the Net Proceeds of the Companysuch sale or disposition shall have been consummated as a condition precedent to such release; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise of its Legal Defeasance option Issuer or Covenant Defeasance option in accordance with Article 8 a Restricted Subsidiary, if (i) the sale or other disposition does not violate Section 4.09, (ii) the discharge Guarantor ceases to be a Restricted Subsidiary as a result of the Company’s obligations under this Indenture sale or other disposition and (iii) if the Guarantor is a Secured Guarantor and such sale or disposition constitutes an Asset Sale, a Notes Offer or Asset Sale Offer with respect to the Net Proceeds of such sale or disposition shall have been consummated as a condition precedent to such release; (c) if the Issuer designates such Guarantor (other than a Secured Guarantor) to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) the Designation Guarantor (other than a Secured Guarantor) becomes an Excluded Subsidiary under clauses (f) or (g) of such Guarantor as an Unrestricted Subsidiarydefinition; (Ee) pursuant to the terms upon repayment of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Notes; or (Gf) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article Eight; provided that, in each case, the liquidation Issuer, or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or , has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering delivered to the Trustee and the Security and Intercreditor Collateral Agent an Officer’s Certificate (which may be combined with any other Officer’s Certificate required to be delivered pursuant to other provisions referenced in the foregoing clauses) and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At the written request of the Company and upon . Upon receipt of the items described Officer’s Certificate and the Opinion of Counsel referred to in Section 10.06(a)(2) abovethe preceding paragraph, the Trustee and the Security and Intercreditor Collateral Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect take all necessary actions at the request of the Issuer, including the granting of releases or waivers under the applicable Security Documents, at the request of the Issuer, to effectuate any release of a Note GuaranteeGuarantee in accordance with these provisions. Each of the releases set forth above shall be effected by the Trustee or the Collateral Agent without the consent of the Holders and will not require any other action or consent on the part of the Trustee or the Collateral Agent.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of Subsidiary, if the Companysale or other disposition does not violate Section 4.06; (Cb) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security Issuer or a guarantee of Subsidiary, if the Company’s obligations under this Indenture which is acceptable sale or other disposition does not violate Section 4.06 and the Guarantor ceases to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except be a discharge or release by or Subsidiary as a result of such sale or other disposition; (c) upon the full and final payment of the Notes; (d) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)Article Eight; or (Ge) the liquidation or dissolution of such Guarantoras described under Article Nine; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; providedthat, that the transaction is carried out pursuant toin each case, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee and the written request Security Agent, without representation, warranty or recourse, shall execute such documents in accordance with the Security Documents and this Indenture to effectuate a release permitted under this Indenture and the Security Documents, which documents shall be prepared and delivered to each of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security Agent by the Issuer, provided however, that any such documentation to be executed shall be reasonably satisfactory in form and Intercreditor Agent substance to each of the Trustee and the Security Agent. Each of the foregoing releases (except clause (e), if required) shall execute and deliver be effected without the consent of the holders of the Notes or any documents reasonably requested in order to evidence action on the part of the Trustee. In executing any such release, discharge the Security Agent and termination Trustee shall receive and be fully protected in respect relying upon an Officer’s Certificate stating that (1) all conditions precedent in this Indenture and the Security Documents, as applicable, relating to such release have been complied with and (2) such release is authorized and permitted in accordance with the terms and conditions of this Indenture and the applicable Note GuaranteeSecurity Documents, as applicable, together with any other documents required by this Indenture to be delivered to the Security Agent and/or the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Note Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Note Guarantor, Holdings, the Company Issuer or the Trustee shall be is required for the release of such Note Guarantor’s Note Guarantee, upon: (Aa) a sale the sale, disposition or disposition other transfer (including by way of consolidation, through merger or amalgamationconsolidation) of all or a portion of the Capital Stock of such Guarantor (including any sale, disposition or other transfer following which such the applicable Note Guarantor is no longer a Subsidiary of the CompanyIssuer), of the applicable Note Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture and such Note Guarantor is released from its guarantees, if any, of all Senior Subordinated Pari Passu Indebtedness; (Bb) a sale the release or disposition (including by way discharge of consolidation, merger or amalgamation) of all or substantially all such Note Guarantor from its guarantee of the assets New Senior Subordinated Notes that resulted in the obligation to guarantee the Notes, if such Note Guarantor would not then otherwise be required to guarantee the Notes pursuant to this Indenture (for the avoidance of such Guarantor doubt, the only requirement to a Person that guarantee the Notes pursuant to this Indenture whether on the Issue Date or thereafter is not the Company or a Restricted Subsidiary of the Company;as set forth in Section 4.05); or (Cc) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the CompanyIssuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) . In addition, a Note Guarantee will be automatically released upon the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant applicable Subsidiary ceasing to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Subsidiary as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes any foreclosure of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation pledge or dissolution security interest securing Bank Indebtedness or other exercise of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination remedies in respect of the applicable Note Guaranteethereof.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a sale any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock Interests of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture, including Section 4.15 (it being understood that only such portion of the CompanyNet Cash Proceeds as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 5.01(a); (B) a sale the release or disposition discharge of such Guarantor from its Guarantee of (including by way of consolidation, merger or amalgamationi) of all or substantially all Debt of the assets Company and Restricted Subsidiaries under the Senior Credit Facilities (including, by reason of the termination of the Senior Credit Facilities) and (ii) other syndicated loan or capital markets Debt of the Company or any of its Restricted Subsidiaries (other than Debt of less than $40.0 million in principal amount), including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a Person release or discharge by or as a result of payment under such Guarantee and other than Guarantees permitted to be provided by Non-Guarantor Subsidiaries pursuant to the terms of this Indenture; provided that is not if such Guarantor has Incurred any Debt in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Debt, as the Company case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary of the Company(other than a Guarantor) under Section 4.09; (C) the proper designation of any Guarantor as an Unrestricted Subsidiary; (D) such Subsidiary becoming an Immaterial Subsidiary; or (E) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) each such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction or release have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveCompany, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, discharged and no further action by such Guarantor, the Company or the Trustee Guarantor shall be required for the release of such Guarantor’s released from its obligations under this Indenture and its Note Guarantee, upon: (A1) in the case of a sale or disposition (including Note Guarantee by way of consolidationa Restricted Subsidiary that is a Guarantor, merger or amalgamation) of all or a portion of in the Capital Stock of such Guarantor following which event such Guarantor is no longer a Subsidiary sold or disposed of the Company; (B) a sale or disposition (including whether by way of merger, consolidation, merger the sale of its Capital Stock or amalgamation) the sale of all or substantially all of the assets of its assets) and whether or not such Guarantor is the surviving Person in such transaction to a Person that which is not the Company Parent or a Restricted Subsidiary of the CompanyParent (other than a Receivables Entity) if (x) such sale or other disposition is made in compliance with Section 4.10 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.10 needs to be applied in accordance therewith at such time) and Article 5 and (y)(i) if the Senior Secured Credit Agreement is outstanding, such Guarantor is also released from its Guarantee granted in connection with the Senior Secured Credit Agreement and (ii) if the Senior Secured Credit Agreement is not outstanding, all the obligations of such Guarantor under any agreements relating to any other Indebtedness of the Parent or its Restricted Subsidiaries with an aggregate amount in excess of $50.0 million terminate upon consummation of such transaction; (C2) in the Company’s exercise case of a Note Guarantee by a Restricted Subsidiary that is a Guarantor, upon the release or discharge of such Guarantor from its Note Guarantee of (a) if the Senior Secured Credit Agreement is outstanding, Indebtedness under the Senior Secured Credit Agreement (including, by reason of the termination of the Senior Secured Credit Agreement) and (b) if the Senior Secured Credit Agreement is not outstanding, any other Indebtedness that resulted in the obligation of such Guarantor to Guarantee the Notes if the aggregate amount of such other Indebtedness is not in excess of $50.0 million following such release; provided that, in each case, such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, and, in each case, except a release or discharge by or as a result of payment under such Guarantee under the Senior Secured Credit Agreement or such other Indebtedness, as applicable (it being understood that a release subject to contingent reinstatement shall constitute a release). (3) in the case of a Note Guarantee by a Restricted Subsidiary that is a Guarantor, upon the proper designation by Parent in accordance with this Indenture of such Guarantor as an Unrestricted Subsidiary; or (4) upon the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the CompanyIssuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 11. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuer, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. (c) Neither the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect any release, discharge or termination of such Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon:: (1) (Aa) a sale upon any sale, exchange, disposition, issuance or disposition transfer (including by way of consolidationmerger, merger amalgamation, consolidation or amalgamationotherwise) of all or a portion of of: (i) the Capital Stock of such Subsidiary Guarantor following or any holder of Capital Stock of such Subsidiary Guarantor, after which such the applicable Subsidiary Guarantor is no longer a Subsidiary of the Company; Holdings, or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor, in the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be satisfied in connection therewith at the time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09; provided that the guarantee by such Note Guarantor of the Existing Secured Notes is also released contemporaneously with or prior to such time. (it being understood that a release subject to a Person contingent reinstatement is still a release, and that is not if any such obligations are so reinstated, such Note Guarantee shall also be reinstated to the Company extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09); or a Restricted (c) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (d) upon the Company; (C) exercise by the Company’s exercise Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with pursuant to Article 8 or the discharge of the CompanyIssuer’s obligations under this Indenture in accordance with the terms of this Indenture; ; or (De) in connection with the Designation dissolution or liquidation of such Guarantor as an Unrestricted Subsidiary; Subsidiary Guarantor; or (Ef) pursuant to with the terms consent of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Holders in accordance with, all other applicable provisions of this Indenturewith Article 9; and and (2) such Guarantor Holdings delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Each Note Guarantee of a series of Notes by a Guarantor shall provide by its terms that its Obligations under this Indenture with respect to such series and such Note Guarantee shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be is required for the release of such Guarantor’s Note Guarantee, upon: (A1) in the case of a sale Subsidiary Guarantor, any sale, exchange, transfer or other disposition (including by way of merger, consolidation, merger amalgamation, dividend, distribution or amalgamationotherwise) of all or a portion of (i) the Capital Stock of such Guarantor following Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; Covenant Parent or (Bii) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that non-Affiliate, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms applicable provisions of this Indenture; (D2) the Designation release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor with respect to the Senior Credit Facilities (including as a result of such Subsidiary Guarantor being designated as an “Unrestricted Subsidiary; (E” under the Senior Credit Facilities) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute is still a release for release); (3) with respect to such series of Notes, the purposes Issuers exercising the legal defeasance option or covenant defeasance option with respect to such series in accordance with Article 8 or the Issuers’ obligations under this Indenture with respect to such series being discharged in accordance with the terms of this provisionIndenture; (4) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and if any into an Issuer or another Subsidiary Guarantor that is the surviving Person in such guarantee is so reinstatedmerger, such guarantee shall also be reinstated to amalgamation or consolidation, or upon the extent that such Guarantor would then be required to provide liquidation of a Note Guarantee pursuant to ‎Section 4.11)Subsidiary Guarantor; or (G5) in the liquidation or dissolution case of such a Subsidiary Guarantor; provided that no Event , upon the occurrence of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withInvestment Grade Event. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Subsidiary Guarantor, the Company or the Trustee shall be required for the release of such Subsidiary Guarantor’s Note Guarantee: (i) concurrently with any sale, upon: exchange, disposition or transfer (A) a sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all or a portion of the (x) any Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanyCompany or (y) all or substantially all assets of such Subsidiary Guarantor to a Person other than the Company or one of its Subsidiaries; (B1) a sale or disposition (including by way of consolidation, upon the merger or amalgamationconsolidation of such Subsidiary Guarantor with and into either the Company or any other Subsidiary Guarantor wherein the Company or such other Subsidiary Guarantor, as applicable, is the surviving Person in such merger or consolidation; (2) upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of the its assets of such Guarantor to a Person that is not either the Company or a Restricted another Subsidiary of the CompanyGuarantor; (C3) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance concurrently with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; such Subsidiary becoming an Excluded Subsidiary (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant subject to the terms of the Deed of Guaranteeproviso thereof) (provided that, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation case of such Note Guarantee, except a discharge or release Subsidiary becoming an Excluded Subsidiary by or as virtue of ceasing to be a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstatedWholly Owned Subsidiary, such guarantee release shall also be reinstated only apply if such transaction is entered into for a bona fide business purpose and not to circumvent the extent that such Guarantor would then be required requirement to provide a Note Guarantee pursuant to ‎Section 4.11or grant security); or (G4) upon the liquidation occurrence of a Fundamental Change described in clauses (a) or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guaranteedefinition thereof.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Company Issuers or the Trustee shall be required for the release of such Subsidiary Guarantor’s Note Guarantee, upon: (A1) a (i) in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary of the CompanyIssuers, if the sale or other disposition does not violate Section 4.10; (Cii) in connection with any sale or other disposition of the Company’s exercise Capital Stock of its Legal Defeasance option that Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Issuers, if the sale or Covenant Defeasance option other disposition does not violate Section 4.10; (iii) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this IndentureSection 4.16; (Div) the Designation upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of such Guarantor this Indenture as an Unrestricted Subsidiaryprovided under Article 8 and Article 11; (Ev) upon delivery of a Covenant Suspension Event Notice pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note GuaranteeCovenant Suspension Event; (Fvi) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written upon request of the Company and upon receipt certification that the applicable Subsidiary Guarantor is an Immaterial Subsidiary; provided that if such released Subsidiary Guarantor ceases to be an Immaterial Subsidiary and is otherwise required to be a Subsidiary Guarantor, it shall again provide a Note Guarantee; provided, further, however, that, if immediately after giving effect to such release the aggregate amount of Consolidated Tangible Assets held by all Immaterial Subsidiaries (other than Immaterial Subsidiaries that are Subsidiary Guarantors) would exceed 5% of Consolidated Tangible Assets of the items described Company, no such release shall occur; or (vii) in Section 10.06(a)(2) above, connection with the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence dissolution of such release, discharge and termination in respect of the Subsidiary Guarantor under applicable Note Guarantee.law; and

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company Issuers or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A1) a sale upon any sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidationmerger, merger consolidation or amalgamationotherwise) of all or a portion of the Capital Stock Equity Interests of such Guarantor following after which such the applicable Guarantor is no longer a Subsidiary Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture, including Section 4.16 and Article 5; (2) upon the proper designation of such Guarantor as an Unrestricted Subsidiary; (3) upon request of the Company and certification in an Officers’ Certificate provided to the Trustee that the applicable Guarantor has become an Immaterial Subsidiary, so long as such Guarantor would not otherwise be required to provide a Note Guarantee pursuant to this Indenture; provided that, if immediately after giving effect to such release, the total assets or homebuilding revenues of all Subsidiaries in existence on such date that are Immaterial Subsidiaries would exceed 5.0% of the Company; ’s Consolidated Tangible Assets or homebuilding revenues (B) a sale or disposition (including by way assuming for such purposes that all such Subsidiaries had been in existence on the relevant balance sheet date and during the relevant statement of consolidationoperations period), merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) in each case determined in accordance with GAAP and as shown on the Company’s exercise consolidated balance sheet as of the end of the last fiscal quarter and its consolidated statement of operations for the period of the most recent four consecutive fiscal quarters ending prior to the date of determination for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available, no so such release shall occur; or (4) if the Company exercises its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or if the discharge obligations of the Company’s obligations , the Corporate Issuer and the Guarantors under this Indenture are discharged in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 11. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveIssuers, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor (other than Carnival plc) shall automatically be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, uponreleased: (A1) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.09 and the Subsidiary of the Company; Guarantor either (Ci) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant ceases to the terms of the Deed of Guarantee, security or be a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or Restricted Subsidiary as a result of payment under such guarantee sale or other disposition or (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor ii) would then not be required to provide a Note Guarantee pursuant to ‎Section 4.11); orunder Section 4.15; (G3) if the liquidation or dissolution of Issuer designates such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with, all other with the applicable provisions of this Indenture; (4) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article Eight; and (26) as described under Article Nine; provided that, in each case, such Subsidiary Guarantor delivering has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. . The Note Guarantee of Carnival plc shall automatically be released upon any of the circumstances described in clauses (b4), (5) At and (6) of the written immediately preceding paragraph; provided that, in each case, Carnival plc has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall take all necessary actions at the request of the Company and upon receipt Issuer, including the granting of releases or waivers under the Intercreditor Agreements, to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎‎Section 4.09; (b) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the Companysuch sale or other disposition; (Cc) if the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)‎‎Article Eight; or (Gf) the liquidation or dissolution of such Guarantoras described under ‎‎Article Nine; provided that no Event of Default occurs as a result thereof or that, in each case, such Subsidiary Guarantor has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Guarantor will be released and discharged from all other Obligations under the Notes and this Agreement (and no further action by such Guarantor, Guarantor or the Company or the Trustee shall be required for such release and discharge), upon the release occurrence of such Guarantor’s Note Guarantee, uponany of the following: (Aa) a (i) the sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of consolidation, merger or amalgamationconsolidation) to a Person that is not (after giving effect to such transaction) a Subsidiary of all the Company, if the sale or a portion other disposition complies with Section 11.16(a); or (ii) the sale or other disposition of the Capital Stock of such Guarantor following Guarantor, after which such Guarantor is no longer a Subsidiary of the Company, if the sale or other disposition complies with Section 11.16(a); provided that, in each case, (x) all the Guarantees of such Guarantor in respect of all other Indebtedness of the Company and its Restricted Subsidiaries terminate prior to or upon consummation of such transaction and (y) any Investment of the Company or any other Subsidiary of the Company (other than any Subsidiary of such Guarantor) in such Guarantor or any Subsidiary of such Guarantor in the form of Indebtedness or Preferred Stock is repaid, satisfied, released and discharged in full prior to or upon such disposition; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; (C) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (Db) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided Subsidiary in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11)accordance with Section 11.13; or (Gc) the liquidation release, discharge, termination or dissolution satisfaction (whether by payment, purchase, redemption, defeasance or otherwise) of the Indebtedness, or of such Guarantor; provided that no Event ’s Guarantee of Default occurs as a result thereof or has occurred or is continuing; providedsuch Indebtedness, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering gave rise to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request obligation of the Company and upon receipt of the items described in to cause such Restricted Subsidiary to become a Guarantor under Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee11.11(a).

Release of Note Guarantees. (a) A Notwithstanding the provisions of Section 1302, Note Guarantee by a Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor shall be will automatically and unconditionally be released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s from all obligations under its Note Guarantee, upon: and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (Ai) a concurrently with any direct or indirect sale or disposition (including by way of consolidation, merger or amalgamationotherwise) of all any Guarantor or a portion any interest therein, or any other transaction, in accordance with the terms of the Capital Stock of such Guarantor this Indenture (including Section 411 and Section 501) following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company; , (Cii) at any time that such Guarantor is (or, substantially concurrently with the Company’s exercise release of the Note Guarantee of such Guarantor, will be) released from all of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or obligations under its Guarantee of payment by the discharge Company and all other Guarantors of any Indebtedness of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security Company and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in Guarantors under the creation Senior Credit Facilities (and, if applicable, released from all of such Note Guarantee, except a discharge or release by or its obligations as a result borrower under the Senior Credit Facilities and as a primary obligor or guarantor in respect of payment under such guarantee any other then outstanding Material Indebtedness) (it being understood that a release subject to a contingent reinstatement will constitute is still a release for the purposes of this provisionrelease, and that if any such guarantee Guarantee is so reinstated, such guarantee Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section 4.11Section 414); or , (Giii) upon 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 or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor, (iv) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon the occurrence of a Covenant Suspension Event; provided that no Event after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414, (vi) upon Defeasance or Covenant Defeasance of Default occurs as a result thereof the Company’s obligations under, or has occurred satisfaction and discharge of this Indenture pursuant to Section 1101, or is continuing; provided(vii) subject to Section 1302(b), that upon payment in full of the transaction is carried out pursuant to, aggregate principal amount of all Notes then Outstanding and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under the Senior Credit Facilities or any other then outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and the Security such Note Guarantee shall thereupon terminate and Intercreditor Agent an Officer’s Certificate be discharged and Opinion of Counsel stating that all conditions precedent provided for no further force or effect. Upon any such occurrence specified in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above1303, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the applicable Note GuaranteeTrustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and termination is authorized.

Release of Note Guarantees. The Note Guarantee of a Subsidiary Guarantor shall automatically be released: (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (A) a in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary, if the sale or other disposition does not violate ‎‎Section 4.09; (b) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not the Company (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the Companysuch sale or other disposition; (Cc) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture if Parent designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Dd) upon the Designation full and final payment of such Guarantor as an Unrestricted Subsidiarythe Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees; (Ee) pursuant to the terms upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Deed of GuaranteeNotes, security or a guarantee of the Company’s obligations under Note Guarantees and this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guaranteeunder ‎‎Article Eight; (Ff) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment described under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture‎‎Article Nine; and (2g) upon such Subsidiary Guarantor delivering being released from all of its obligations in respect of Parent’s senior secured notes due 2024, as applicable; provided that, in each case, such Subsidiary Guarantor has delivered to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction release have been complied with. (b) At . The Trustee shall take all necessary actions at the written request of the Company and upon receipt Issuer to effectuate any release of a Note Guarantee in accordance with these provisions. Each of the items described in Section 10.06(a)(2) above, releases set forth above shall be effected by the Trustee and without the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect consent of the applicable Note GuaranteeHolders and will not require any other action or consent on the part of the Trustee.

Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, In the Company or the Trustee shall be required for the release event of such Guarantor’s Note Guarantee, upon: (A) a sale or -------------------------- other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) 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, by way of merger, consolidation or otherwise, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in each case, that (i) such transaction is -------- carried out pursuant to a Person and in accordance with Section 4.08 and Section 5.01 hereof and (ii) such Guarantor is also released from its guarantee of the Company's Obligations under the Credit Agreement and does not guarantee any Senior Indebtedness. Upon delivery by the Company to the Trustee of an Officers' Certificate and Opinion of Counsel, to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.08 and Section 5.01 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. In addition, any non-Wholly Owned Subsidiary of the Company that is released from its guarantee of the Company's Obligations under the Credit Agreement shall also be released from its Note Guarantee so long as such Subsidiary does not guarantee any Senior Indebtedness. Upon delivery by the Company or to the Trustee of an Officers' Certificate to the effect that such Guarantor (i) is not a Restricted Wholly Owned Subsidiary of the Company; , (Cii) the Company’s exercise of has been released from its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; (D) the Designation of such Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations 's Obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provisionCredit Agreement, and if (iii) does not guarantee 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) aboveSenior Indebtedness, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested required in order to evidence the release of any such releaseGuarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, discharge premium, if any, interest and termination in respect Liquidated Damages, if any, on the Notes and for the other Obligations of the applicable Note GuaranteeCompany, such Guarantor and any other Guarantor under this Indenture as provided in this Article XI.

Release of Note Guarantees. (a) A The Note Guarantee by of a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (Aa) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the properties or assets of such Guarantor that Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16 hereof; (Cb) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, consolidation or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.16 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) if the Company designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (d) upon the liquidation or dissolution of such Guarantor in a transaction or series of transactions that does not violate the terms of this Indenture; or (e) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Company’s obligations under Section 11.01 hereof. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Indenture in accordance with Section 10.07 will remain liable for the terms full amount of this Indenture; (D) principal of, premium, if any, on, and interest, if any, on, the Designation Notes and for the other obligations of such any Guarantor as an Unrestricted Subsidiary; (E) pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being as provided in substitution for such Note Guarantee; (F) the release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and 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 Note Guarantee pursuant to ‎Section 4.11); or (G) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied withArticle 10. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.

Release of Note Guarantees. (a) A Note Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Company Issuer or the Trustee shall be required for the release of such Subsidiary Guarantor’s Note Guarantee, upon: (A1) a (i) in connection with any sale or other disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company; (B) a sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such that Subsidiary Guarantor (including by way of merger or consolidation or amalgamation) to a Person that is not the Company (either before or after giving effect to such transaction) a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10; (Cii) the Company’s exercise of its Legal Defeasance option in connection with any sale or Covenant Defeasance option in accordance with Article 8 or the discharge other disposition of the Company’s obligations under this Indenture Capital Stock of that Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10; (iii) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (Div) the Designation upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of such Guarantor this Indenture as an Unrestricted Subsidiaryprovided below under Article 8 and Article 11; (Ev) upon delivery of a Covenant Suspension Event Notice pursuant to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is acceptable to the Security and Intercreditor Agent being provided in substitution for such Note GuaranteeCovenant Suspension Event; (Fvi) upon request of the release or discharge of Issuer and certification that the applicable Subsidiary Guarantor is an Immaterial Subsidiary; provided that if such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject released Subsidiary Guarantor ceases to a contingent reinstatement will constitute a release for the purposes of this provision, be an Immaterial Subsidiary and if any such guarantee is so reinstated, such guarantee shall also be reinstated to the extent that such Guarantor would then be otherwise required to be a Subsidiary Guarantor, it shall again provide a Note Guarantee pursuant Guarantee; provided, further, however, that, if immediately after giving effect to ‎Section 4.11)such release the aggregate amount of Consolidated Tangible Assets held by all Immaterial Subsidiaries (other than Immaterial Subsidiaries that are Subsidiary Guarantors) would exceed 5% of Consolidated Tangible Assets of the Issuer, no such release shall occur; or (Gvii) in connection with the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other Subsidiary Guarantor under applicable provisions of this Indenture; law. and (2) such Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have been complied with. (b) At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.