Common use of Release of Subsidiary Guarantors Clause in Contracts

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or 15, (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, or (iv) the Company designates a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” in Section 1.01 then, in each case of (i), (ii), (iii) or (iii), iv) upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen 13 have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenIndenture.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance the Securities are defeased and discharged pursuant to Section 1502 or Covenant Defeasance occurs any covenants with respect to such the Securities are defeased pursuant to Article Fifteen Section 15.03 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Indenture have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenIndenture.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen Sixteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Agreement, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until the entire principal of, premium, if any, shall automatically be released from this Article 10 and interest on the Securities to its obligations hereunder upon consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Guarantor (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all becomes an Excluded Subsidiary, in each case, as a result of a transaction or substantially all designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor is a guarantor in respect of any Junior Indebtedness with a principal amount in excess of the assets Threshold Amount; provided, further, the release of a Subsidiary Guarantor as a result of such Subsidiary Guarantor or all of the Capital Stock of being a non-wholly-owned Subsidiary shall only be permitted if such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by became a non-wholly owned Subsidiary as a result of the Company or any sale of a minority interest in such Subsidiary Guarantor to an unaffiliated third party in a transaction complying with bona fide sale for fair market value. The Administrative Agent will, at the requirements of this IndentureBorrower’s expense, then, in each case of (i), (ii) or (iii), upon delivery by promptly execute and deliver to such Subsidiary Guarantor such documents as the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating Borrower shall reasonably request to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guaranty hereunder pursuant to this Section 10.08; provided that the Borrower shall have delivered to the Administrative Agent a written request therefor and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part a certificate of the Trustee or any Holder, and Borrower to the Trustee shall execute any documents reasonably required in order to acknowledge effect that the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed is in compliance with the Loan Documents. The Administrative Agent shall be authorized to rely on the Securities of any such series and under this Article Thirteencertificate without independent investigation.”

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Any Subsidiary Guarantor shall be released from and relieved of its obligations under this Article Twelve (1) upon defeasance in accordance with Section 1302, (2) upon the payment in full of the Guaranteed Obligations, or (3) upon the sale by the Company or any Subsidiary of such Subsidiary Guarantor to Section 301 with respect to any Person other than a series Subsidiary of Securitiesthe Company, each Subsidiary Guarantee will remain PROVIDED that such sale does not result in effect with respect a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis. Upon the delivery by the Company to the respective Subsidiary Guarantor until the entire principal of, premiumTrustee of an Officers' Certificate and, if anyrequested by the Trustee, and interest on an Opinion of 100 Counsel to the Securities effect that the transaction giving rise to which the release of such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged obligations was made by the Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedNotes, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such the Subsidiary Guarantor Guarantors from its obligations under its Subsidiary Guarantee endorsed on their obligations. If any of the Securities Guaranteed Obligations are revived and reinstated after the termination of such series Note Guarantee, then all of the obligations of the Subsidiary Guarantors under such Note Guarantee shall be revived and under this Article Thirteenreinstated as if such Note Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Subsidiary Guarantors shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 16.02 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fourteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fourteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFourteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (d) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) would not be required to be a Guarantor pursuant to clauses (b) or (iii), c) of the definition of Material Subsidiary upon delivery giving effect to such requested release. Delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee request and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part as of the Trustee or any Holder, and date of the Trustee shall execute any documents reasonably required in order to acknowledge the release effectiveness of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on request) are true and correct with respect to such request. Notwithstanding the Securities foregoing, the provisions of such series and under this Article Thirteen§5.3(a) shall not apply to REIT.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.1 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen 15 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen 13 have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen 13 without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen13.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i1) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii2) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii3) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i1), (ii2) or (iii3), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.1 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen XV or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen XIII have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen XIII without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, PROVIDED HOWEVER that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, Indenture or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fifteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fifteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFifteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, PROVIDED HOWEVER that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, Indenture or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock capital stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Fifteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Fifteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article ThirteenFifteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lender Parties, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligation under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full the Parent Guarantor is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, upon delivery by following a Release Event, a Subsidiary of the Company of an Officers’ Certificate Parent Guarantor shall not be required to become a Guarantor hereunder unless and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of until such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged thereafter becomes a guarantor or borrower in respect of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations Obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteena Senior Financing Transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen Sixteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 12.2 hereof or pursuant to a series of SecuritiesArticle VII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Agreement, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including 63 by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets Subsidiary Guarantors shall be deemed released from their respective Subsidiary Guarantees and all related obligations under this Indenture in the event that all obligations of such the Subsidiary Guarantor or Guarantors under all of the Capital Stock their guarantees of, and under all of such Subsidiary Guarantor is sold (including by saletheir pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or (excluding any Subsidiary in Senior Indebtedness) shall also terminate. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such obligations of the release of such Subsidiary Guarantors have terminated. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee not released in accordance with this Section 13.3 shall remain liable for the full amount of principal of (and this Article Thirteen have been complied withpremium, such Subsidiary Guarantor shall be released if any, on) and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such a series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until the entire principal of, premium, if anyshall be automatically released from this Guaranty, and interest on the Securities to which any Liens granted by such Subsidiary Guarantee relates Guarantor in respect of the Obligations shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedbe automatically released, however, that if if: (a) (i) such Subsidiary Guarantor is not a Wholly-Owned Subsidiary or ceases to be a Wholly-Owned Subsidiary of the Parent Guarantor in compliance with the applicable provisions of a transaction not prohibited by this Indenture, Agreement or (ii) either Defeasance or Covenant Defeasance occurs with respect the Borrower otherwise requests such release and, in the case of each of clauses (a)(i) and (a)(ii), after giving effect to any such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of release, such Subsidiary Guarantor shall not be a borrower or all a guarantor, or otherwise have a payment obligation, in respect of any Enterprise Unsecured Debt and (b) the Administrative Agent shall have received a certificate of the Capital Stock Borrower signed by a Responsible Officer certifying that, as of the date of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i)release, (iix) the matters set forth in clause (a)(i) or (iiia)(ii), upon delivery as applicable, are true and correct, (y) no Default or Event of Default shall then exist or would occur as a result of such releases and (z) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the Company date of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee (other than the representations and this Article Thirteen warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Second Amendment Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall have been complied withtrue and correct in all respects) as of such earlier date, such Subsidiary Guarantor and except that for purposes of this Section 12.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be released deemed to refer to the most recent statements furnished pursuant to subsections (a) and discharged (b), respectively, of its obligations under its Subsidiary Guarantee Section 6.01. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s request and under this Article Thirteen without at the Borrower’s sole cost and expense, any action on release, termination, or other agreement or document as is reasonably necessary or advisable to evidence the part of foregoing release or as may be reasonably requested by the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Borrower. 151 Clean Amended Credit Agreement

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such the Securities are defeased and discharged pursuant to Article Fifteen Section 1302 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is are sold (including by saleissuance, amalgamation, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a transaction complying constituting an Asset Sale and in which the Net Proceeds from such Asset Sale are applied in accordance with the requirements of this IndentureSection 1013, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTwelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and defeased or discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Any Subsidiary Guarantor shall be released from and relieved of its obligations under this Article Twelve (1) upon defeasance in accordance with Section 1302, (2) upon the payment in full of the Guaranteed Obligations, or (3) upon the sale by the Company or any Subsidiary of such Subsidiary Guarantor to Section 301 with respect to any Person other than a series Subsidiary of Securitiesthe Company, each Subsidiary Guarantee will remain provided that such sale does not result in effect with respect a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis. Upon the delivery by the Company to the respective Subsidiary Guarantor until the entire principal of, premiumTrustee of an Officers' Certificate and, if anyrequested by the Trustee, and interest on an Opinion of Counsel to the Securities effect that the transaction giving rise to which the release of such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged obligations was made by the Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedNotes, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such the Subsidiary Guarantor Guarantors from its obligations under its Subsidiary Guarantee endorsed on their obligations. If any of the Securities Guaranteed Obligations are revived and reinstated after the termination of such series Note Guarantee, then all of the obligations of the Subsidiary Guarantors under such Note Guarantee shall be revived and under this Article Thirteenreinstated as if such Note Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Subsidiary Guarantors shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor shall be not released and discharged of its obligations under its Subsidiary Guarantee and under in accordance with this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Section 13.3 shall

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Concurrently with any sale, exchange or transfer to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect any Person other than to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full Company or otherwise satisfied and discharged in accordance with the provisions one of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions its Restricted Subsidiaries of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such a Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor after which it is sold (including no longer a Subsidiary of the Company or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in each case as permitted by salethis Indenture, merger, consolidation or otherwise) and upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale, exchange or any Subsidiary transfer was made in a transaction complying accordance with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenFifteen. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee endorsed on the Securities and under this Article Fifteen shall remain liable for the full amount of principal of (premium, if any) and interest on the Securities of a series as to which it is a Subsidiary Guarantor and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities and under this Article Fifteen.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or of all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but 119 not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle 8 hereof, each such Subsidiary Guarantor will be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will remain in effect with respect occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its Guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture will be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) each Subsidiary Guarantor will be deemed released from its respective Subsidiary Guarantee and all or substantially related obligations under this Indenture in the event that all of the assets obligations of such Subsidiary Guarantor or all of under the Capital Stock guarantee which resulted in the creation of such Subsidiary Guarantor is sold (including Guarantee will also terminate, except a termination, discharge or release of such guarantee by saleor as a result of, merger, consolidation or otherwise) payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to the release such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee not released in accordance with this Section 13.3 will remain liable for the full amount of principal of (and premium, if any, on) and interest on the Notes as provided in this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen13.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until the entire principal of, premium, if anyshall be automatically released from this Guaranty, and interest on the Securities to which any Liens granted by such Subsidiary Guarantee relates Guarantor in respect of the Obligations shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedbe automatically released, however, that if if: (a) (i) such Subsidiary Guarantor is not a Wholly-Owned Subsidiary or ceases to be a Wholly-Owned Subsidiary of the Parent Guarantor in compliance with the applicable provisions of a transaction not prohibited by this Indenture, Agreement or (ii) either Defeasance or Covenant Defeasance occurs with respect the Borrower otherwise requests such release and, in the case of each of clauses (a)(i) and (a)(ii), after giving effect to any such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of release, such Subsidiary Guarantor shall not be a borrower or all a guarantor, or otherwise have a payment obligation, in respect of any Enterprise Unsecured Debt and (b) the Administrative Agent shall have received a certificate of the Capital Stock Borrower signed by a Responsible Officer certifying that, as of the date of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i)release, (iix) the matters set forth in clause (a)(i) or (iiia)(ii), upon delivery as applicable, are true and correct, (y) no Default or Event of Default shall then exist or would occur as a result of such releases and (z) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the Company date of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee (other than the representations and this Article Thirteen warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Second Amendment Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall have been complied withtrue and correct in all respects) as of such earlier date, such Subsidiary Guarantor and except that for purposes of this Section 12.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be released deemed to refer to the most recent statements furnished pursuant to subsections (a) and discharged (b), respectively, of its obligations Section 6.01. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document as is reasonably necessary or advisable to evidence the foregoing release or as may be reasonably requested by the Borrower. EXHIBIT A-2 Clean Amended Credit Agreement ON FILE WITH THE COMPANY EXHIBIT B Schedule 2.01 (Commitments and Applicable Percentages) See attached. SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Term A-1 Commitment Applicable Percentage under its Subsidiary Guarantee the Term A-1 Facility Term A-2 Commitment Applicable Percentage under the Term A-2 Facility Term A-3 Commitment Applicable Percentage under the Term A-3 Facility Bank of America, N.A. $ 21,000,000.00 8.400000000 % $ 21,000,000.00 8.400000000 % $ 75,000,000.00 10.000000000 % Wxxxx Fargo Bank, National Association $ 21,000,000.00 8.400000000 % $ 21,000,000.00 8.400000000 % $ 45,000,000.00 6.000000000 % The Bank of Nova Scotia $ 18,500,000.00 7.400000000 % $ 18,500,000.00 7.400000000 % -- -- PNC Bank, National Association $ 18,500,000.00 7.400000000 % $ 18,500,000.00 7.400000000 % $ 45,000,000.00 6.000000000 % Truist Bank $ 18,500,000.00 7.400000000 % $ 18,500,000.00 7.400000000 % $ 45,000,000.00 6.000000000 % Mizuho Bank, Ltd. $ 17,500,000.00 7.000000000 % $ 17,500,000.00 7.000000000 % $ 45,000,000.00 6.000000000 % Regions Bank $ 17,500,000.00 7.000000000 % $ 17,500,000.00 7.000000000 % -- -- The Toronto-Dominion Bank, New York Branch $ 17,500,000.00 7.000000000 % $ 17,500,000.00 7.000000000 % -- -- T.D. Bank, N.A. -- -- -- -- $ 45,000,000.00 6.000000000 % Barclays Bank, PLC $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % $ 75,000,000.00 10.000000000 % Credit Agricole Corporate and under this Article Thirteen without any action on the part Investment Bank $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % $ 45,000,000.00 6.000000000 % BNP Paribas $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % $ 25,000,000.00 3.333333333 % Gxxxxxx Sxxxx Bank USA $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % -- Huntington National Bank $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % $ 25,000,000.00 3.333333333 % M&T Bank, Successor by Merger to People’s United Bank, N.A. $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % -- -- Royal Bank of the Trustee or any HolderCanada $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % $ 45,000,000.00 6.000000000 % Sumitomo Mitsui Banking Corporation $ 12,500,000.00 5.000000000 % $ 12,500,000.00 5.000000000 % -- -- KeyBank National Association -- -- -- -- $ 75,000,000.00 10.000000000 % Mxxxxx Sxxxxxx Bank, and the Trustee shall execute any documents reasonably required in order to acknowledge the release N.A. -- -- -- -- $ 70,000,000.00 9.333333334 % JPMorgan Chase Bank, N.A. -- -- -- -- $ 45,000,000.00 6.000000000 % U.S. Bank National Association -- -- -- -- $ 45,000,000.00 6.000000000 % Total $ 250,000,000.00 100.00000000 % $ 250,000,000.00 100.00000000 % $ 750,000,000.00 100.000000000 % EXHIBIT C Exhibit A (Form of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities Committed Loan Notice) ON FILE WITH THE COMPANY EXHIBIT D Exhibit D-3 (Form of such series and under this Article Thirteen.Term A-3 Note) ON FILE WITH THE COMPANY

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Notwithstanding anything in Section 9.02(b) to Section 301 with respect to the contrary, a Subsidiary Guarantor (other than, for the avoidance of doubt, Netsmart Technologies) shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective transactions permitted hereunder if as a result thereof such Subsidiary Guarantor until shall cease to be a Subsidiary (or becomes an Excluded Subsidiary in a transaction that was not entered into for the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions primary purpose of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidbecoming an Excluded Subsidiary); provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such any Subsidiary Guarantor from its obligations under its this Agreement if such Subsidiary Guarantee Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and this Article Thirteen be outstanding, (2) after giving effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (3) a Responsible Officer of the Borrower Representative certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor is an obligor hereunder or is an obligor or continues to be a guarantor in respect of the First Lien Facility, any Incremental Equivalent Debt or any Refinancing Indebtedness in respect of any of the foregoing, or (b) upon the occurrence of the Termination Date; provided that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) of the proviso to Section 6.07(a)(ii), any such release under clause (a) hereof shall constitute an Investment as if such merger, consolidation or amalgamation had been complied withconsummated pursuant to clause (y) of the proviso to Section 6.07(a)(ii)(y) as of the date of such release. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be released without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of deliver such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteendocuments).

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle 8 ------------ --------- hereof, each such Subsidiary Guarantor will be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will remain in effect with respect occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its Guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture will be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) each Subsidiary Guarantor will be deemed released from its respective Subsidiary Guarantee and all or substantially related obligations under this Indenture in the event that all of the assets obligations of such Subsidiary Guarantor or all of under the Capital Stock guarantee which resulted in the creation of such Subsidiary Guarantor is sold (including Guarantee will also terminate, except a termination, discharge or release of such guarantee by saleor as a result of, merger, consolidation or otherwise) payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to the release such obligations of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such terminated. Any Subsidiary Guarantor shall be not released in accordance with this Section 13.3 ------------ will remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article Thirteen.13. ----------

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to Section 301 a transaction that is otherwise in compliance with respect the terms of this Indenture, including but not limited to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of Section 12.2 hereof or pursuant to Article VII hereof, such Securities and this Indenture Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all amounts owing to the Trustee hereunder have been paidrelated obligations under this Indenture; provided, however, that if (i) any such Subsidiary Guarantor ceases release shall occur only to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) extent that all or substantially all of the assets obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Facility, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 12.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under Notes as provided in this Article ThirteenXII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premiumof and interest (and Liquidated Damages, if any, and interest ) on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and the Securities, this Indenture and the Registration Rights Agreement and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Twelve. ARTICLE THIRTEEN

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance the Securities are defeased and discharged pursuant to Section 1502 or Covenant Defeasance occurs any covenants with respect to such the Securities are defeased pursuant to Article Fifteen Section 1503 or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of SecuritiesIf, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable terms and provisions of this Indenturethe Loan Documents, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiii) all or substantially all of the assets Equity Interests or property of such any Subsidiary Guarantor are sold or all otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of the Capital Stock of such Subsidiary Guarantor which is sold (including by sale, merger, consolidation a Loan Party or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii)any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release consummation of such Subsidiary Guarantor sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its Subsidiary Guarantee obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Article Thirteen have been complied with, Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Subsidiary Guarantor shall continues to be released and discharged a guarantor in respect of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee Senior Secured Notes, the Existing Senior Subordinated Notes, the Term Loan Credit Agreement or any HolderJunior Financing with a principal amount in excess of the Threshold Amount. Upon the occurrence of the Termination Date, this Agreement, the other Loan Documents and the Trustee Guaranty made herein shall execute terminate with respect to all Secured Obligations, except with respect to Secured Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any documents reasonably required Collateral owned by such Guarantor in order to acknowledge accordance with the release relevant provisions of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenCollateral Documents.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; PROVIDED, HOWEVER, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its Guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) each Subsidiary Guarantor shall be deemed released from its respective Subsidiary Guarantee and all or substantially related obligations under this Indenture in the event that all of the assets obligations of such Subsidiary Guarantor or all of under the Capital Stock guarantee which resulted in the creation of such Subsidiary Guarantor is sold (including Guarantee shall also terminate, except a termination, discharge or release of such guarantee by saleor as a result of, merger, consolidation or otherwise) payment under such guarantee. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to the release such obligations of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such terminated. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Amended Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Amended Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Amended Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations under its ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary Guarantee and this Article Thirteen have been complied withof the Company, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Amended Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Amended Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Amended Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of CONFIDENTIAL INFORMATION MESQ001206 principal of (and premium (including the Applicable Premium), if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lender Parties, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under any Senior Financing 114 Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full any Loan Party is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, upon delivery by following a Release Event, a Subsidiary of the Company of an Officers’ Certificate Parent Guarantor shall not be required to become a Guarantor hereunder unless and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of until such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withthereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenaccordance with Section 5.01(j)(v).

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligationobligations under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full the Parent Guarantorany Loan Party is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, upon delivery by following a Release Event, a Subsidiary of the Company of an Officers’ Certificate Parent Guarantor shall not be required to become a Guarantor hereunder unless and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of until such Subsidiary Guarantor from its obligations thereafter becomes a guarantor or borrower in respect of any of the Obligations under its Subsidiary Guarantee and this Article Thirteen have been complied witha Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenaccordance with Section 5.01(j)(v).

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until or a Borrower (other than the entire principal of, premium, if any, and interest on Top Borrower) shall be automatically released from its obligations hereunder in the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, event that if (ia) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indentureor Borrower shall become an Excluded Subsidiary, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiib) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleor Borrower shall be sold, merger, consolidation transferred or otherwise) by the Company or any Subsidiary in otherwise disposed of to a transaction complying with the requirements of this Indenture, thenPerson other than a Loan Party, in each case of (i)in a transaction permitted by this Agreement, (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of c) such Subsidiary Guarantor or Borrower is released from its obligations under its Subsidiary Guarantee the First Lien Documents or pursuant to and this Article Thirteen have been complied withto the extent required by the terms of the First Lien/Second Lien Intercreditor Agreement, such Subsidiary Guarantor provided that no Borrower shall be released pursuant to this Section 8.9 unless and discharged until all of its obligations under its borrowing Obligations hereunder have been paid in full or assigned to the Top Borrower or another Borrower as permitted by Section 11.6 and all Commitments to lend to such Borrower terminated and such Borrower has otherwise resigned in accordance with Section 12.3. In connection with any such release of a Borrower (other than the Top Borrower) or a Subsidiary Guarantee and under this Article Thirteen without any action on Guarantor, provided that the part of Top Borrower shall have provided the Trustee Administrative Agent with such confirmation or any Holderdocuments as the Administrative Agent shall reasonably request, and the Trustee Administrative Agent shall execute any and deliver to the Borrower Representative, at the Borrower Representative’s expense, all UCC termination statements and other documents that the Borrower Representative shall reasonably required in order request to acknowledge the release of evidence such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenrelease.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, of and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; providedPROVIDED, howeverHOWEVER, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.Twelve. NY12534: 53599.4

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until or a Borrower (other than the entire principal of, premium, if any, and interest on Top Borrower) shall be automatically released from its obligations hereunder in the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, event that if (ia) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indentureor Borrower shall become an Excluded Subsidiary, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiib) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleor Borrower shall be sold, merger, consolidation transferred or otherwise) by the Company or any Subsidiary in otherwise disposed of to a transaction complying with the requirements of this Indenture, thenPerson other than a Loan Party, in each case of (i)in a transaction permitted by this Agreement, (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of c) such Subsidiary Guarantor or Borrower is released from its obligations under its Subsidiary Guarantee the First Lien Bank Documents (except for any such release in connection with the payment in full and this Article Thirteen have been complied withtermination of the obligations thereunder) or pursuant to and to the extent required by the terms of the Pari Passu Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, such Subsidiary Guarantor provided that no Borrower shall be released pursuant to this Section 8.9 unless and discharged until all of its obligations under its borrowing Obligations hereunder have been paid in full or assigned to the Top Borrower or another Borrower as permitted by Section 11.6 and all Commitments to lend to such Borrower terminated and such Borrower has otherwise resigned in accordance with Section 12.3. In connection with any such release of a Borrower (other than the Top Borrower) or a Subsidiary Guarantee and under this Article Thirteen without any action on Guarantor, provided that the part of Top Borrower shall have provided the Trustee Administrative Agent with such confirmation or any Holderdocuments as the Administrative Agent shall reasonably request, and the Trustee Administrative Agent shall execute any and deliver to the Borrower Representative, at the Borrower Representative’s expense, all UCC termination statements and other documents that the Borrower Representative shall reasonably required in order request to acknowledge the release of evidence such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenrelease.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to The Guarantee of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest shall automatically be released from all obligations under its Guarantee endorsed on the Securities to which such Subsidiary Guarantee relates shall have been paid in full Notes and under this Article 10 without need for any further act or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor ceases to be a Subsidiary in compliance with Person that is not (either before or after giving effect to such transaction) the applicable provisions of Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture, ; (ii) either Defeasance upon the sale or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or all consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge in accordance with Article 12; (v) if the Capital Stock of Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17; (vi) (A) if such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) released from its obligations under guarantees of payment by the Company of Indebtedness of the Company under the Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.16, unless in a transaction complying with the requirements of this Indenture, then, in each case of (i), (iiA) or (iii)B) the release is a result of the repayment in full of such Indebtedness other than in connection with a refinancing of such Indebtedness or (vii) at the Company’s request, upon during any Suspension Period. If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, the Company shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Subsidiary Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. Upon Company Request and delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent herein provided for relating such transaction was made in accordance with the provisions hereof, the Trustee shall execute, without recourse, representation or warranty, any documents reasonably requested in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets issued and outstanding shares of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold (including by saleare sold, mergerdirectly or indirectly, consolidation or otherwise) by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary in a transaction complying with of the requirements of this IndentureCompany), then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenTwelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to (a) In the event of a series sale or other disposition of Securities, each Subsidiary Guarantee will remain in effect with respect to all the respective Subsidiary Guarantor until the entire principal of, premium, if any, properties and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such any Subsidiary Guarantor or all Guarantor, by way of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) , or a sale or other disposition of all the Capital Stock of any Subsidiary Guarantor, in each case subject to and as permitted by the Company or any Subsidiary in a transaction complying with the requirements terms of this Indenture, thenincluding, in each case of (i)without limitation, (ii) or (iii)Sections 8.1, 10.15 and 13.3, and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, sale or any Holderother disposition was made in accordance with Section 13.3 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such that Subsidiary Guarantor (in the event of a sale of or other disposition, by way of such a merger, consolidation or otherwise, of all the Capital Stock of that Subsidiary Guarantor) or the corporation acquiring the properties and assets (in the event of a sale or other disposition of the properties and assets of that Subsidiary Guarantor substantially as an entirety) from its obligations under its Subsidiary Guarantee Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII PROVIDED that the Net Available Proceeds of such sale or other disposition are applied in accordance with the provisions of this Indenture including Sections 10.15 and 10.16. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of and premium, if any, interest and Liquidated Damages, if any, on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 Each Subsidiary Guarantee with respect to a any series of Securities, each Subsidiary Guarantee Securities will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which of such Subsidiary Guarantee relates series shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of the Securities of such Securities and series or this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with all the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold to any person (including by sale, merger, consolidation or otherwise) by other than the Company or any a Wholly Owned Subsidiary in a transaction complying with of the requirements of this Indenture, then, in each case of (i), Company) or (ii) such Subsidiary Guarantor conveys or (iii)transfers its property and assets substantially as an entirety or such Subsidiary Guarantor merges with or into any Person that, after giving effect to the transaction, is not a Subsidiary of the Company, then, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the with respect to all series of Securities of such series and under this Article Thirteen.Twelve; provided, further, that if at any time (a) such Subsidiary Guarantor is not then a guarantor of any other of the Company’s then outstanding Publicly Issued Debt Securities (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of the instruments governing such securities that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (b) such Subsidiary Guarantor is not then a guarantor of any then existing Senior Credit Facility of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of each such facility that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (c) such Subsidiary Guarantor is not then a guarantor of any then outstanding commercial paper issued under any commercial paper program of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of such program that shall be satisfied, promptly after the release of its guarantee under the Indenture) and (d) no Default or Event of Default with respect to Securities of any series under this Indenture shall have occurred and be continuing, then such Subsidiary Guarantor shall be automatically released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve without any action on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations of its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve. ARTICLE THIRTEEN Meetings of Holders of Securities

Release of Subsidiary Guarantors. Unless The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) except as otherwise specified pursuant to Section 301 contemplated in §12.2(b) with respect to a series Subsidiary Guarantor which owns an Unencumbered Pool Property being removed to cure a Default or Event of SecuritiesDefault that affects only such Unencumbered Pool Property or the owner thereof, no Default or Event of Default shall then be in existence, or would occur as a result of such release and/or, if applicable, the removal of any Unencumbered Pool Property owned (directly or indirectly) by such Subsidiary Guarantor; (b) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release together with an updated Compliance Certificate and Unencumbered Pool Certificate, each Subsidiary Guarantee will remain in giving effect with respect to the respective such proposed release; and (c) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that such Subsidiary Guarantor until shall no longer be a Material Subsidiary at the entire principal oftime of such release, premiumprovided, further, that if any, and interest on the Securities to which such Subsidiary Guarantee relates Guarantor previously directly or indirectly owned an Unencumbered Pool Property included in the calculation of Unencumbered Pool Availability, such Unencumbered Pool Property has been (or upon such release shall have been paid in full or otherwise satisfied and discharged be) removed from the calculation of the Unencumbered Pool Availability in accordance with the provisions terms of the Agreement. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that (as of the date of the effectiveness of such Securities release), subject to §12.2(b), no Default or Event of Default shall then be in existence, or shall occur as a result of such release and/or, if applicable, the removal of any Unencumbered Pool Property owned (directly or indirectly) by such Subsidiary Guarantor. All release documents to be executed by the Agent in connection with the release of a Subsidiary Guarantor pursuant to this §5.4 shall be in form and this Indenture and all amounts owing substance reasonably satisfactory to the Trustee hereunder have been paid; providedAgent and the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, howeverincluding, that if (i) such Subsidiary Guarantor ceases without limitation, reasonable attorney’s fees. Notwithstanding the foregoing, the foregoing provisions shall not apply to Monogram Parent’s obligations under the Non-Recourse Carve-Out Guaranty, which may only be a Subsidiary in compliance with released upon the applicable provisions written approval of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially Agent and all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenLenders.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of SecuritiesIf, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable terms and provisions of this Indenturethe Loan Documents, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iiii) all or substantially all of the assets Equity Interests of such any Subsidiary Guarantor are sold or all otherwise transferred to a Person or Persons none of the Capital Stock of such Subsidiary Guarantor which is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary a Loan Party in a transaction complying with the requirements of this Indenturepermitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary (any such Subsidiary Guarantor, then, and any Subsidiary Guarantor referred to in each case of clause (i), (ii) or (iiia “Transferred Guarantor”), such Transferred Guarantor shall, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release consummation of such Subsidiary Guarantor sale or transfer or other transaction, be automatically released from its obligations under this Agreement and the other Loan Documents, including its Subsidiary Guarantee obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Article Thirteen Section 4.08 in accordance with the relevant provisions of the Security Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been complied withpaid or satisfied (other in respect of Secured Hedging Obligations and contingent indemnification obligations not yet due and owing), such Subsidiary Guarantor shall be released and discharged no Letter of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee Credit remains outstanding (or any HolderL/C Exposure has been cash collateralized, backstopped or deemed reissued under another agreement, in each case, in a manner reasonably satisfactory to the applicable Issuing Bank), this Agreement and the Trustee Guarantees made herein shall execute any documents reasonably required in order terminate with respect to acknowledge all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the release terms of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAgreement.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such the Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidIndenture; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Restricted Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect such Subsidiary Guarantor ceases to guarantee any amounts under the Credit Facility and the Trustee receives a certificate from the Administrative Agent under the Credit Facility to such effect, (iii) the Securities are defeased and discharged pursuant to Article Fifteen Section 1502 or (iiiiv) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleissuance, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a transaction complying constituting an Asset Disposition and in which the Net Available Proceeds from such Assets Disposition are applied in accordance with the requirements of this IndentureSection 1014, then, in each case of (i), (ii), (iii) or (iiiiv), upon delivery by the Company of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Subsidiary Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (c) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) or would not be required to be a Guarantor pursuant to clause (iii), b) of the definition of Material Subsidiary upon delivery giving effect to such requested release. Delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee request and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part as of the Trustee or any Holder, and date of the Trustee shall execute any documents reasonably required in order to acknowledge the release effectiveness of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on request) are true and correct with respect to such request. Notwithstanding the Securities foregoing, the provisions of such series and under this Article Thirteen§5.3(a) shall not apply to REIT.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective A Subsidiary Guarantor until will be automatically released from all its obligations under the entire principal ofNotes, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to its Guarantee, and its Guarantee will automatically terminate (1) upon the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all termination for any reason of the assets obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder), (2) upon the termination of the obligations of such Subsidiary Guarantor as a guarantor under the Foreign Credit Agreement (other than in connection with the Foreign Credit Agreement’s repayment, termination or cancellation) and the Foreign Credit Agreement requires the termination or release of such Subsidiary Guarantor’s guarantee of the Notes, (3) upon satisfaction and discharge of this Indenture pursuant to Section 3.01 and (4) upon the consummation of any sale or other disposition of all or any portion of the Capital Stock of such Subsidiary Guarantor is sold (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, merger, consolidation disposition or otherwise) by the Company or any Subsidiary in a other transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its is no longer a Domestic Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any HolderCompany. Upon request of the Company, and the Trustee shall execute evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenHolder.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate or be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to (a) In the event of a series sale or other disposition of Securities, each Subsidiary Guarantee will remain in effect with respect to all the respective Subsidiary Guarantor until the entire principal of, premium, if any, properties and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such any Subsidiary Guarantor or all Guarantor, by way of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) , or a sale or other disposition of all the Equity Interests of any Subsidiary Guarantor, in each case subject to and as permitted by the Company or any Subsidiary in a transaction complying with the requirements terms of this Indenture, thenincluding, in each case of (i)without limitation, (ii) or (iii)Sections 8.1, 10.15 and 13.3, and upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of effect that such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withconsolidation, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee merger, sale or any Holderother disposition was made in accordance with Section 13.3 hereof, and the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such that Subsidiary Guarantor (in the event of a sale of or other disposition, by way of such a merger, consolidation or otherwise, of all the Equity Interests of that Subsidiary Guarantor) from its obligations under its Subsidiary Guarantee Guarantees endorsed on the Securities of such series and under this Article ThirteenXIII PROVIDED that, the case of a sale of the Equity Interests of a Subsidiary Guarantor not constituting a sale subject to Article VIII, the Net Available Proceeds of such sale or other disposition are applied in accordance with the provisions of this Indenture including Sections 10.15 and 10.16. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of and premium, if any, interest and Liquidated Damages, if any, on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article XIII.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 Each Subsidiary Guarantee with respect to a any series of Securities, each Subsidiary Guarantee Securities will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which of such Subsidiary Guarantee relates series shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of the Securities of such Securities and series or this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with all the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Voting Stock of such Subsidiary Guarantor is sold to any person (including by sale, merger, consolidation or otherwise) by other than the Company or any a Wholly Owned Subsidiary in a transaction complying with of the requirements of this Indenture, then, in each case of (i), Company) or (ii) such Subsidiary Guarantor conveys or (iii)transfers its property and assets substantially as an entirety or such Subsidiary Guarantor merges with or into any Person that, after giving effect to the transaction, is not a Subsidiary of the Company, then, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent precedent, if any, herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Thirteen Twelve have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and under this Article Thirteen Twelve without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the with respect to all series of Securities of such series and under this Article ThirteenTwelve; provided, further, that if at any time (a) such Subsidiary Guarantor is not then a guarantor of any other of the Company’s then outstanding Publicly Issued Debt Securities (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of the instruments governing such securities that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (b) such Subsidiary Guarantor is not then a guarantor of any then existing Senior Credit Facility of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of each such facility that shall be satisfied, promptly after the release of its Subsidiary Guarantee under this Indenture), (c) such Subsidiary Guarantor is not then a guarantor of any then outstanding commercial paper issued under any commercial paper program of the Company (or its guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of such program that shall be satisfied, promptly after the release of its guarantee under the Indenture) and (d) no Default or Event of Default with respect to Securities of any series under this Indenture shall have occurred and be continuing, then such Subsidiary Guarantor shall be automatically released and discharged of its obligations under its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve without any action on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations of its Subsidiary Guarantee with respect to all series of Securities and this Article Twelve.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full any Loan Party is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, upon delivery by following a Release Event, a Subsidiary of the Company of an Officers’ Certificate Parent Guarantor shall not be required to become a Guarantor hereunder unless and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of until such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied withthereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteenaccordance with Section 5.01(j)(v).

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under its Subsidiary Guarantee and this Article Thirteen have been complied withthe Bank Credit Agreement, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of principal of (and premium (including the Applicable Premium), if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified (1) The Borrower, by written notice to the Lenders, may request that any Subsidiary Guarantor (other than a Material Subsidiary and other than an Joint Obligor incorporated or existing under the laws of Colombia or El Salvador), be released from all of its obligations and liabilities under this Agreement, and it shall be released from its obligations hereunder, provided that the foregoing is authorized in writing by the Lenders. Such authorization may not be denied without reasonable justification provided that the following requirements are met to the satisfaction of the Lenders: (A) a replacement Colombian Promissory Note has been delivered, which shall be duly executed and issued in Colombia by the Borrower and the Parent Guarantor, and subscribed by the Subsidiary Guarantors as endorsers (avalistas) (except for the Subsidiary Guarantors incorporated or existing under the laws of El Salvador and the Subsidiary Guarantor to be released from its obligations under this Agreement pursuant to this Section 301 with respect to a series of Securities5. 01(i)(b)(1), each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of foregoing by personal appearance before a notary public in Colombia; (B) if such Subsidiary Guarantor is sold a guarantor or otherwise an obligor under any Material Credit Facility, such Subsidiary Guarantor has been released and discharged under the respective Material Credit Facility (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying will be released and discharged concurrently with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on Agreement), (C) that at the part time of the Trustee or any Holdersuch release, and after giving effect thereto, the Trustee shall execute any documents reasonably required Joint Obligors are in order to acknowledge compliance with the obligations set forth in Section 5.02(viii)(a) (on a pro forma basis), and no Default or Event of Default exists, (D) there is no amount then due and payable under this Agreement, and (E) if in connection with the release of such Subsidiary Guarantor under any Material Credit Facility, any fee or other form of consideration is granted to any creditor of the Indebtedness under the respective Material Credit Facility, for such release, the Lenders simultaneously must receive equivalent consideration; and (F) the Lenders have received a certificate from its obligations under its Subsidiary Guarantee endorsed on an Authorized Officer of the Securities of such series and under this Article ThirteenBorrower certifying that the conditions set forth in paragraphs (A) through (E) above have been satisfied.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or of all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle 8 hereof, each such Subsidiary Guarantor will be deemed released from its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will remain in effect with respect occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its Guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture will be released from its Subsidiary Guarantee and all amounts owing to related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such release upon its receipt of the Trustee hereunder have been paid; provided, however, that if (i) Board Resolution designating such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) each Subsidiary Guarantor will be deemed released from its respective Subsidiary Guarantee and all or substantially related obligations under this Indenture in the event that all of the assets obligations of such Subsidiary Guarantor or all of under the Capital Stock guarantee which resulted in the creation of such Subsidiary Guarantor is sold (including Guarantee will also terminate, except a termination, discharge or release of such guarantee by saleor as a result of, merger, consolidation or otherwise) payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Officer's Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to the release such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee not released in accordance with this Section 13.3 will remain liable for the full amount of principal of (and premium, if any, on) and interest on the Notes as provided in this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen13.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) So long as no Event of SecuritiesDefault has occurred and is continuing under the Loan Documents (or would result from such release), each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such if all of the Equity Interests of a Subsidiary Guarantor ceases to be that is owned by the Borrower or a Subsidiary is sold or otherwise Disposed of in compliance with the applicable provisions of a transaction or transactions not prohibited by this Indenture, Agreement or (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of in the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by saleevent that, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating immediately after giving effect to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantor’s Guarantee of the Obligations and this Article Thirteen have been complied with, any simultaneous release of any other Guarantee by such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part Guarantor, all of the Trustee or any Holder, Priority Indebtedness of the Borrower and the Trustee shall execute any documents reasonably required in order to acknowledge the release Subsidiaries is permitted under Section 6.03 (assuming for this purpose that all unsecured Priority Indebtedness of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on is incurred at such time) and (b) upon Payment in Full, each Lender hereby authorizes the Securities Administrative Agent to execute and deliver (and the Administrative Agent shall execute and deliver) to the Borrower, upon the Borrower’s request and at the Borrower’s sole cost and expense, any and all releases of Guarantees or other documents that the Borrower shall reasonably request to evidence such termination or release; provided that the Borrower shall have delivered to the Administrative Agent, no later than concurrently with execution and delivery of such series releases and under other documents, a written request for release identifying the relevant Loan Party, together with a certification by the Borrower stating (A) that such transaction is in compliance with this Article Thirteen.Agreement and the other Loan Documents and (B) no Subsidiary Guarantor other than the Subsidiary Guarantor(s) required to be released is being released. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent. 101

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) The Borrower may request in writing that the Agent release, and upon receipt of Securities, each Subsidiary Guarantee will remain in effect with respect such request the Agent shall release (subject to the respective terms hereof), a Subsidiary Guarantor until from the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor ceases referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (iii)(B) below; (ii) either Defeasance or Covenant Defeasance occurs the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with respect an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such Securities pursuant to Article Fifteen or proposed release; and (iii) all Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of the Capital Stock of this Agreement (and such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) not otherwise required by the Company terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (c) of the definition of Material Subsidiary in which would require it to be a transaction complying with the requirements of this Indenture, then, in each case of (i), Guarantor and (ii) or would not be required to be a Guarantor pursuant to clause (iii), b) of the definition of Material Subsidiary upon delivery giving effect to such requested release. Delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee request and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part as of the Trustee or any Holder, and date of the Trustee shall execute any documents reasonably required in order to acknowledge the release effectiveness of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on request) are true and correct with respect to such request. Notwithstanding the Securities foregoing, the provisions of such series and under this Article Thirteen.§5.3(a) shall not apply to REIT. 101

Release of Subsidiary Guarantors. Unless otherwise specified pursuant (a) Within five (5) Business Days following the written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to Section 301 the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligation under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities any Senior Financing Transaction to which such Subsidiary Guarantee relates shall have been paid in full the Parent Guarantor is a party or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidwhich it is simultaneously (or substantially simultaneously) entering into; provided, however, that if (i) in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor ceases to shall not be a Subsidiary in compliance with released from its obligations under this Agreement and each other Loan Document until the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs Parent Guarantor makes such statement with respect to such Securities pursuant to Article Fifteen or Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by salecollectively, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of clauses (i), (ii) or and (iii) shall be considered a “Release Event”). In addition, upon delivery by following a Release Event, a Subsidiary of the Company of an Officers’ Certificate Parent Guarantor shall not be required to become a Guarantor hereunder unless and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of until such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged thereafter becomes a guarantor or borrower in respect of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations Obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteena Senior Financing Transaction.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Each holder of a Note acknowledges and agrees that each Subsidiary Guarantor shall be fully released and discharged from the Subsidiary Guaranty and the Security Agreement, and each holder of a Note fully releases and discharges such Subsidiary Guarantor from the Subsidiary Guaranty and the Security Agreement, immediately and without any further act, upon such Subsidiary being released and discharged as guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; (ii) if any fee or other consideration in excess of 0.50% of the outstanding principal amount of such Indebtedness is paid or given to Section 301 any holder of any Indebtedness under the Credit Agreement in connection with respect to such release, other than the repayment of all or a series portion of Securitiessuch Indebtedness under the Credit Agreement, each Subsidiary Guarantee will remain in effect with respect holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the time of such release and discharge, the Company delivers to the respective each holder of Notes a certificate of a Responsible Officer certifying that such Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have has been paid in full or otherwise satisfied is being released and discharged as a guarantor under and in accordance with respect of the provisions of such Securities Credit Agreement and this Indenture the matters set forth in clauses (i) and all amounts owing to the Trustee hereunder have been paid(ii); provided, howeverprovided further, that if (i) such Subsidiary Guarantor ceases the consideration referred to be a Subsidiary in compliance with the applicable provisions of this Indenture, clause (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all above exceeds 0.50% of the assets of such Subsidiary Guarantor or all outstanding principal amount of the Capital Stock of such Subsidiary Guarantor is sold (including by saleIndebtedness under the Credit Agreement, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release and discharge of such Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee Guaranty and this Article Thirteen have been complied with, such Subsidiary Guarantor the Security Agreement shall be released and discharged only occur upon the consent of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part each of the Trustee or any Holder, holders of the Notes and the Trustee each holder of a Note shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed receive equivalent consideration on the Securities of such series and under this Article Thirteena pro rata basis.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to Upon the sale or disposition (by merger or otherwise) of a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full (or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of its Properties) to a Person other than the assets Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Amended Indenture, including but not limited to the provisions of Section 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee and all related obligations under this Amended Indenture; provided that any such release shall occur only to the extent that all obligations of such Subsidiary Guarantor or under all of the Capital Stock its guarantees of, and under all of such Subsidiary Guarantor is sold (including by saleits pledges of assets or other security interests which secure, merger, consolidation or otherwise) by other Indebtedness of the Company or any other Restricted Subsidiary in shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery Company Request accompanied by the Company of an Officers’ Certificate and an Opinion of Counsel stating certifying that all conditions precedent herein provided for relating to such sale or other disposition was made by the release Company in accordance with the provisions of such this Amended Indenture. In addition, in the event that any Subsidiary Guarantor from its obligations under its ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to, any and all other Indebtedness of the Company or any other Restricted Subsidiary Guarantee and this Article Thirteen have been complied withof the Company, such Subsidiary Guarantor shall also be released and discharged of its obligations under from its Subsidiary Guarantee and the related obligations under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Amended Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such Subsidiary Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Amended Indenture shall be released from its obligations under its Subsidiary Guarantee endorsed and all related obligations under this Amended Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of CONFIDENTIAL INFORMATION MESQ000774 principal of (and premium (including the Applicable Premium), if any, on) and interest on the Securities of such series and under Notes as provided in this Article Thirteen10.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant Notwithstanding anything in Section 9.02(b) to Section 301 with respect to the contrary, a Subsidiary Guarantor (other than, for the avoidance of doubt, Netsmart Technologies) shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective transactions permitted hereunder if as a result thereof such Subsidiary Guarantor until shall cease to be a Subsidiary (or becomes an Excluded Subsidiary in a transaction that was not entered into for the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions primary purpose of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidbecoming an 180 Excluded Subsidiary); provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such any Subsidiary Guarantor from its obligations under its this Agreement if such Subsidiary Guarantee Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and this Article Thirteen be outstanding, (2) after giving effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (3) a Responsible Officer of the Borrower Representative certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor is an obligor hereunder or is an obligor or continues to be a guarantor in respect of the Second Lien Facility, any Incremental Equivalent Debt or any Refinancing Indebtedness in respect of any of the foregoing, or (b) upon the occurrence of the Termination Date; provided that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) of the proviso to Section 6.07(a)(ii), any such release under clause (a) hereof shall constitute an Investment as if such merger, consolidation or amalgamation had been complied withconsummated pursuant to clause (y) of the proviso to Section 6.07(a)(ii)(y) as of the date of such release. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be released without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of deliver such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteendocuments).

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such release shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied with, Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 13.3 shall be released remain liable for the full amount of principal of (and discharged of its obligations under its Subsidiary Guarantee premium, if any, on) and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed interest on the Securities of such series and under as provided in this Article ThirteenXIII.

Release of Subsidiary Guarantors. Unless (a) In the event that (i) all of the capital stock or other Equity Interests of any Subsidiary Guarantor is sold or otherwise specified pursuant disposed of in a transaction permitted by Section 7.05(d) (except to Section 301 with respect the extent that such sale or disposition is to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Borrower or any other Loan Party) or (ii) a Subsidiary Guarantor until the entire principal will no longer be a borrower or guarantor of, premiumor otherwise have payment obligations in respect of, if anyany Indebtedness of the type described in clause (a) of such definition that is not (x) owing to any of the Consolidated Businesses or (y) Secured Indebtedness (including, without limitation and interest on for the Securities to which avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction), then such Subsidiary Guarantee relates Guarantor shall have been paid in full or otherwise satisfied be released from its obligations under this Guaranty and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paidother Loan Documents; provided, howeverthat the Company shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that if (x) in the case of clause (i) above, such sale or disposition is as a result of a transaction permitted under this Agreement and (y) in the case of clause (ii) above, as of the effective date of such release (as set forth in the Guarantor Release Notice) such Subsidiary Guarantor ceases to will not be a Subsidiary borrower or guarantor of, or otherwise have payment obligations in compliance with respect of, any Indebtedness of the applicable provisions type described in clause (a) of this Indenture, such definition that is not (iiA) either Defeasance or Covenant Defeasance occurs with respect owing to such Securities pursuant to Article Fifteen any of the Consolidated Businesses or (iiiB) all Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) 142 63861415 that is incurred under or substantially all in connection with notes or bonds issued in a Rule 144A Transaction). The Administrative Agent will (at the sole cost of the assets Company) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company or such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating may reasonably request to evidence the release of such Subsidiary Guarantor from its obligations hereunder and under its Subsidiary Guarantee and this Article Thirteen have been complied withthe other Loan Documents, such Subsidiary Guarantor which documents shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on reasonably satisfactory to the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article ThirteenAdministrative Agent.

Release of Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series (a) If no Default or Event of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and Default exists under this Indenture and all amounts owing to the Trustee hereunder have been paid; providedor would be caused thereby, however, that if upon (i) such the sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such any Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwiseGuarantor) by the Company or any of its Restricted Subsidiaries, or (ii) the sale or disposition of all or substantially all of the assets of any Subsidiary Guarantor in a transaction complying compliance with all of the requirements terms of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantor's Guarantee shall be released, and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be deemed released and discharged of its from all obligations under its Subsidiary Guarantee and under this Article Thirteen Ten without any further action required on the part of the Trustee or any Holder. If such Subsidiary Guarantor is not so released such Subsidiary Guarantor or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Subsidiary Guarantor upon receipt of a request by the Company or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. The Trustee shall execute any documents reasonably required requested by the Company or the Subsidiary Guarantor in order to acknowledge evidence the release of such the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series Notes and under this Article ThirteenEleven. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into the Company or shall prevent any sale or conveyance of the property of the Subsidiary Guarantor as an entirety or substantially as an entirety to the Company. Section 10.05.

Release of Subsidiary Guarantors. Unless otherwise specified Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 301 with respect 13.2 hereof or pursuant to a series of SecuritiesArticle VIII hereof, each such Subsidiary Guarantor shall be deemed released from its Subsidiary Guarantee will remain in effect with respect and all related obligations under this Indenture; provided, however, that any such termination shall occur only to the respective extent that all obligations of such Subsidiary Guarantor until the entire principal under all of its guarantees of, premiumand under all of its pledges of assets or other security interests which secure, if any, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate or be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and interest on an Opinion of Counsel certifying that such sale or other disposition was made by the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged Company in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Indenture. Each Subsidiary Guarantor ceases to be a that is designated as an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor Indenture shall be released from its obligations under its Subsidiary Guarantee and all related obligations under this Article Thirteen have been complied withIndenture for so long as it remains an Unrestricted Subsidiary. Upon delivery to the Trustee of a Company Request, such each Subsidiary Guarantor that is designated therein as an Exempt Foreign Subsidiary shall be released and discharged of its obligations under from its Subsidiary Guarantee and all related obligations under this Article Thirteen without Indenture for so long as it remains an Exempt Foreign Subsidiary. The Trustee shall deliver an appropriate instrument evidencing any action on the part such release upon its receipt of the Trustee Board Resolution designating such Unrestricted Subsidiary or any Holdersuch Company Request, and as the Trustee shall execute any documents reasonably required in order to acknowledge the release of such case may be. Any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed not released in accordance with this Section 13.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities of such series and under as provided in this Article ThirteenXIII.