Common use of Release of the Note Guarantees Clause in Contracts

Release of the Note Guarantees. (a) Each Note Guarantee will terminate automatically: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Issuer or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08; (2) upon the designation in accordance with this Indenture of that Guarantor as an Unrestricted Subsidiary or (ii) such Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8; (4) as described under Article 9; (5) as described under Section 4.21; (6) with respect to any Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.04; (7) upon the occurrence of a Suspension Event; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without the consent of the Holders or, if no such action is required, any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each Subject to Section 10.03, a Note Guarantee will terminate automaticallygiven by a Note Guarantor shall automatically and unconditionally be released: (1i) upon a repayment in full of the Notes; (ii) in connection with any sale or other disposition (including by way of consolidation, merger, amalgamation merger or combinationotherwise) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) or the sale or disposition of all or substantially all the assets of the Note Guarantor (other than to the Issuer or Parent) after which such Note Guarantor is no longer a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08of such Capital Stock complies with the applicable provisions of this Indenture; (2iii) upon the designation in accordance with this Indenture of that such Note Guarantor as an Unrestricted Subsidiary or (ii) such Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof)extent permitted by this Indenture; (3iv) upon legal defeasance, covenant defeasance if the Issuer exercises its Legal Defeasance option or satisfaction and discharge of this Indenture, as provided in Article 8; (4) as described under Article 9; (5) its Covenant Defeasance option as described under Section 4.21; (6) 8.01 or if its obligations under this Indenture are discharged in accordance with respect to any Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result terms of a transaction that complies with Section 5.04; (7) upon the occurrence of a Suspension Eventthis Indenture; or (8) upon v) other than the full and final payment and performance of all Parent Guarantor, in the event that the continued obligations of such Note Guarantor could reasonably be expected to rise or result in (now or in the future): (a) any violation of applicable law (including, without limitation, the U.S. Investment Company Act of 1940, as amended), or (b) any personal liability for the officers, directors or indirect shareholders of such Note Guarantors, which in each case of (a) or (b) cannot be avoided or otherwise prevented through measures reasonably available to the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion DateNote Guarantor. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by No release and discharge of the Issuer to effectuate any release of a Note Guarantor from its Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without against the consent Trustee, any Agent or the Holders of Notes (i) if a Default or Event of Default shall have occurred and be continuing under this Indenture as of the Holders ortime of such proposed release and discharge until such time as such Default or Event of Default is cured or waived and (ii) until the Issuer shall have delivered to the Trustee an Officers’ Certificate upon which the Trustee may conclusively rely, if no stating that all conditions precedent provided for in this Indenture relating to such action release and discharge have been complied with and that such release and discharge is required, any action on authorized and permitted under this Indenture. At the part request of the Trustee. Neither Issuer, the Trustee nor shall execute and deliver an instrument evidencing such release and discharge and do all such other acts and things necessary to release the Issuer will be required to make a notation on the Notes to reflect any such release, termination or dischargeNote Guarantor from its obligations hereunder.

Release of the Note Guarantees. (a) Each Note Guarantee will terminate automatically: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Issuer or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08; (2) upon the designation in accordance with this Indenture of that Guarantor as an Unrestricted Subsidiary or (ii) such Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8; (4) as described under Article 9; (5) as described under Section 4.21; (6) with respect to any Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.04;; or (7) upon the occurrence of a Suspension Event; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without the consent of the Holders or, if no such action is required, any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each Note Guarantee will terminate automatically: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Issuer or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08; (2) (i) upon the designation in accordance with this Indenture of that Guarantor as an Unrestricted Subsidiary or (ii) such Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8; (4) as described under Article 9; (5) as described under Section 4.21; (6) with respect to any Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.04;; or (7) upon the occurrence of a Suspension Event; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without the consent of the Holders or, if no such action is required, any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) as described under Section 4.21 hereof; (5) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (6) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from its guarantee obligations under the New Credit Facility. (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer Company or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.084.08 hereof; (2) (i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 88 hereof; (4) as described under Article 9in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21Article 9 hereof; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.045.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (bc) [Reserved]. (cd) The Trustee and the Notes Security Agent (as applicable) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with the provisions of Section 10.06(a), (b), or (c), subject to customary protections and indemnificationsindemnifications to which the Trustee and/or the Notes Security Agent may be entitled to under this Indenture or otherwise. Each of the releases set forth in Section 10.06(a) ), (b), or (c), shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) as described under Section 4.21 hereof; (5) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (6) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes (including upon consummation of the Combination Exchange). The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from its guarantee obligations under the New Credit Facility. (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer Company or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.084.08 hereof; (2) (i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 88 hereof; (4) as described under Article 9in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21Article 9 hereof; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.045.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause Notes (7) above, if, after any Suspension Event, a Reversion Date shall occur, then including upon consummation of the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion DateCombination Exchange). (bc) [Reserved]. (cd) The Trustee and the Notes Security Agent (as applicable) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with the provisions of Section 10.06(a), (b), or (c), subject to customary protections and indemnificationsindemnifications to which the Trustee and/or the Notes Security Agent may be entitled to under this Indenture or otherwise. Each of the releases set forth in Section 10.06(a) ), (b), or (c), shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each Note Guarantee will terminate automatically: (1) In the case of the Note Guarantee of a Subsidiary Guarantor, upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) such that following such sale or disposition such Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08; (2) In the case of the Note Guarantee of a Subsidiary Guarantor, upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or Subsidiary; (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof)) or (iii) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8; (4) as described under Article 9; (5) as described under Section 4.21; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.045.02; (7) upon the occurrence of a Suspension Event; orprovided that if, after any release in reliance on this clause (7), a Reversion Date has occurred, the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor released pursuant to this clause (7) (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date; (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause ; or (79) above, if, after any Suspension Event, in the case of the Note Guarantee of a Reversion Date shall occur, then Subsidiary Guarantor in the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent event of solvent liquidation or dissolution of such guarantee is required by Section 4.21) within 30 days after such Reversion DateSubsidiary Guarantor. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by the Issuer Issuer, to effectuate any release of a Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) as described under Section 4.21 hereof; (5) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (6) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from ... (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Issuer or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08;... (2) (i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof);t... (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8; 8 hereof; (4) as described under Article 9; in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21; Article 9 hereof; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.04; 5.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (b) [Reserved]. (c) The Trustee shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with Section 10.06(a), subject to customary protections and indemnifications. Each of the releases set forth in Section 10.06(a) shall be effective without the consent of the Holders or, if no such action is required, any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (5) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from its guarantee obligations under the New Credit Facility and the Existing Credit Facility. (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer Company or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.084.08 hereof; (2) (i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 88 hereof; (4) as described under Article 9in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21Article 9 hereof; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.045.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (bc) [Reserved]. (cd) The Trustee and the Notes Security Agent (as applicable) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with the provisions of Section 10.06(a), (b), or (c), subject to customary protections and indemnificationsindemnifications to which the Trustee and/or the Notes Security Agent may be entitled to under this Indenture or otherwise. Each of the releases set forth in Section 10.06(a) ), (b), or (c), shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (5) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes (including upon consummation of the Combination Exchange). The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from its guarantee obligations under the New Credit Facility and the Existing Credit Facility. (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer Company or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.084.08 hereof; (2) (i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 88 hereof; (4) as described under Article 9in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21Article 9 hereof; (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.045.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause Notes (7) above, if, after any Suspension Event, a Reversion Date shall occur, then including upon consummation of the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion DateCombination Exchange). (bc) [Reserved]. (cd) The Trustee and the Notes Security Agent (as applicable) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with the provisions of Section 10.06(a), (b), or (c), subject to customary protections and indemnificationsindemnifications to which the Trustee and/or the Notes Security Agent may be entitled to under this Indenture or otherwise. Each of the releases set forth in Section 10.06(a) ), (b), or (c), shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Release of the Note Guarantees. (a) Each The Note Guarantee of the Company will terminate automatically: (1) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 8 hereof; (2) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) as described under Article 9 hereof; (4) as described under Section 4.21 hereof; (5) if the Company is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with Section 5.03 hereof; (6) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. The Note Guarantee provided by the Parent Guarantor may be automatically and unconditionally released and discharged for any reason; provided that the Parent Guarantor has been, or will be substantially concurrently with such release, discharged from its guarantee obligations under the New Credit Facility. (b) The Note Guarantee of a Subsidiary Guarantor will terminate: (1) upon a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of the Capital Stock of the relevant Subsidiary Guarantor (whether by direct sale or sale of a holding company of such Subsidiary Guarantor) or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Issuer Company or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.084.08 hereof; (2i) upon the designation in accordance with this Indenture of that Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) such Subsidiary Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided in Article 88 hereof; (4) as described under Article 9in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement; (5) as described under Section 4.21;Article 9 hereof; LEGAL_EU # 16733244.6 (6) with respect to any Subsidiary Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, as a result of a transaction that complies with the provisions described under Section 5.045.04 hereof; (7) upon the occurrence of a Suspension Eventas described under Section 4.21 hereof; or (8) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. Notwithstanding clause (7) above, if, after any Suspension Event, a Reversion Date shall occur, then the Issuer shall take all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by Section 4.21) within 30 days after such Reversion Date. (bc) [Reserved]. (cd) The Trustee and the Notes Security Agent (as applicable) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with the provisions of Section 10.06(a), (b), or (c), subject to customary protections and indemnificationsindemnifications to which the Trustee and/or the Notes Security Agent may be entitled to under this Indenture or otherwise. Each of the releases set forth in Section 10.06(a) ), (b), or (c), shall be effective without the consent of the Holders or, if no such action is required, or any action on the part of the Trustee. Neither the Trustee nor the Issuer will be required to make a notation on the Notes to reflect any such release, termination or discharge.