Common use of Releases of Subsidiary Guarantees Clause in Contracts

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any Indebtedness of the Operating Company; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under a any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityGuarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestpremium, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – through (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Subsidiary Guarantor (including to a Person other than a Subsidiary or the Company in a transaction that does not violate any provisions of this Indenture, by way of merger merger, consolidation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2including, without limitation, by foreclosure) in connection with any sale or other disposition of all of the Capital Stock of such any Subsidiary Guarantor to a Person other than a Subsidiary or the Company, then such Subsidiary Guarantor shall be released and relieved of any obligations under this Indenture and its Subsidiary Guarantee; provided that is not (either before all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all pledges of assets or after giving effect to such transaction) other security interests that secure, any other Indebtedness of the Company or a Restricted any other Subsidiary of the Company, if the sale shall also terminate or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the released upon such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company (other than the Notes) and the repayment of all Indebtedness, other than Permitted Subsidiary Indebtedness, of such Subsidiary Guarantor, such Subsidiary Guarantor shall, upon the written request of the Company to the Trustee, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company (other than the Notes) and that all Indebtedness, other than Permitted Subsidiary Indebtedness, of such Subsidiary Guarantor has been repaid, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Upon effectiveness of such designation, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Upon the commencement of an Investment Grade Status Period and delivery of the Officer's Certificate provided for in the first sentence of Section 1015, each Subsidiary Guarantor shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officer's Certificate certifying the existence of an Investment Grade Status Period (which can be the same Officer's Certificate delivered pursuant to Section 1015), the Trustee shall execute any documents reasonably required in order to evidence the release of each Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, any premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Subsidiary Guarantor under this Indenture as provided in this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of (i) a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all or a majority of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or any other Guarantor, (ii) a Restricted Subsidiary termination by a Guarantor of a Guarantee under the CompanyCredit Agreement or any refinancing thereof, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transactioniii) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted exercise by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of its option to have either Section 8.02, Section 8.03 or Section 11.01 applied to all outstanding Notes in accordance with the sale or other disposition; terms set forth in Article 8 (3with respect to Section 8.02 and Section 8.03) if and Article 11 (with respect to Section 11.01) hereof, (iv) the designation by the Company designates of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.19 of this Indenture; 4.13 hereof or (4v) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation liquidation, winding up or dissolution of such any Guarantor, provided no Default or Event then such Guarantor (upon the occurrence of Default has occurred that is continuing; an event described in clauses (ii), (iii), (iv) or (6v) at such time as such Guarantor ceases to both of this paragraph) or the corporation acquiring the property (xupon the occurrence of an event described in clause (i) guarantee of this paragraph) will be released and relieved of any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness obligations under a Credit Facilityits Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of any Guarantor was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses this Indenture, including without limitation Section 4.10 hereof, if applicable (1) – (6) has occurredfor avoidance of doubt, the Trusteeapplication of Net Proceeds, at if any, from any sale or other disposition may occur subsequent to such sale or other disposition as contemplated by Section 4.10 and subsequent to such Guarantor release), the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such any Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.104.10 hereof; or (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the hereof; or (3) if such Guarantor ceases to be a Restricted Material Domestic Subsidiary and is not a guarantor of Indebtedness of the Company as a result in excess of the sale $1.0 million; or other disposition; (34) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 the applicable provisions of this the Indenture; or (45) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility8 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and of, premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Guarantor under this the Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Subsidiary Guarantor (including to a Person other than a Subsidiary or the Company in a transaction that does not violate any provisions of this Indenture, by way of merger merger, consolidation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10(including, without limitation, by foreclosure) of all of the Capital Stock of any Subsidiary Guarantor to a Person other than a Subsidiary or the Company, then such Subsidiary Guarantor shall be released and relieved of any obligations under this Indenture and its Subsidiary Guarantee; provided that (2i) in connection with any the Net Available Proceeds of such sale or other disposition of Capital Stock are applied in accordance with Section 1013 hereof and (ii) all obligations of such Subsidiary Guarantor to a Person under all of its guarantees of, and under all pledges of assets or other security interests that is not (either before or after giving effect to such transaction) secure, any other Indebtedness of the Company or a Restricted any other Subsidiary of the Company, if the sale shall also terminate or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the released upon such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 1013, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company (other than the Debentures), such Subsidiary Guarantor shall, upon the written request of the Company to the Trustee, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company (other than the Debentures), the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, any premium and interest and Additional Interest, if any, on the Notes Debentures and for the other obligations of such any Subsidiary Guarantor under this Indenture. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture as provided in shall be released from and relieved of its obligations under this Article 10Indenture and its Subsidiary Guarantee.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (xi) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (yii) to be an obligor with respect to any Indebtedness under a the Credit FacilityAgreement or any other Credit Facility of the Company. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, and premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any other Guarantor in excess of a De Minimis Guaranteed Amount and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition complies with does not violate Section 4.105.10; (2) in connection with any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition is permitted by does not violate Section 4.10 5.10 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent as a result of the such sale or other disposition; (3) if the Company Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 5.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing9; or (65) at such time as such Subsidiary Guarantor ceases to both (x) guarantee any other Indebtedness of the Parent, either of the Issuers and Issuer or any other Subsidiary Guarantor and (y) to be an obligor with respect to under any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and of, premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 1011.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture4.20; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (65) at such time as such Guarantor ceases to both (xi) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (yii) to be an obligor with respect to any Indebtedness under a the Credit FacilityAgreement or any other Credit Facility of the Company. Upon delivery by the Company to the Trustee Holders of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – — (65) has occurred, the Trustee, at the Company’s written request and expense, Holders shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, and premium, and interest and Additional Intereston, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any Indebtedness of the Operating Company; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under a any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor automatically shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted that Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.17 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon in the liquidation or dissolution case of such any Subsidiary Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Subsidiary Guarantor ceases to both (x) be directly liable for, or guarantee any other Indebtedness of either the Company or any Restricted Subsidiary, in an aggregate amount in excess of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility$15.0 million. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – through (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, if any, interest and Additional Interest, if any, on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of (i) a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all or a majority of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or any other Guarantor, (ii) a Restricted Subsidiary termination by a Guarantor of a Guarantee under the CompanyCredit Agreement or any refinancing thereof, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transactioniii) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted exercise by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of its option to have either Section 8.02, Section 8.03 or Section 11.01 applied to all outstanding Notes in accordance with the sale or other disposition; terms set forth in Article 8 (3with respect to Section 8.02 and Section 8.03) if and Article 11 (with respect to Section 11.01) hereof, (iv) the designation by the Company designates of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.19 of this Indenture; (4) upon Legal Defeasance 4.13 hereof or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both be a Subsidiary in accordance with this Indenture or (xv) guarantee the liquidation, winding up or dissolution of any other Indebtedness Guarantor, then such Guarantor (upon the occurrence of either an event described in clauses (ii), (iii), (iv) or (v) of this paragraph) or the Issuers corporation acquiring the property (upon the occurrence of an event described in clause (i) of this paragraph) will be released and relieved of any other Guarantor and (y) to be an obligor with respect to any Indebtedness obligations under a Credit Facilityits Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of any Guarantor was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses this Indenture, including without limitation Section 4.10 hereof, if applicable (1) – (6) has occurredfor avoidance of doubt, the Trusteeapplication of Net Proceeds, at if any, from any sale or other disposition may occur subsequent to such sale or other disposition as contemplated by Section 4.10 and subsequent to such Guarantor release), the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such any Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – - (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestpremium, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers Company and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityGuarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidationconsolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor or such Guarantor’s direct or indirect parent, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition is permitted by does not violate Section 4.10 and the such Guarantor ceases to be no longer qualifies as a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee (or otherwise be an obligor with respect to) any other Indebtedness of either of the Issuers and Company or any other Guarantor in excess of the De Minimis Guaranteed Amount (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under the Credit Agreement; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a Credit Facilityresult of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (61)-(7) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestpremium, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityGuarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such that Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be or another Guarantor, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, further, however, that if, at any time following such release, that Guarantor incurs or guarantees Indebtedness under a Credit Facility, then such Guarantor shall be required to provide a Subsidiary Guarantee at such time. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be releasedreleased automatically and without the need for further action by any Person: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) prior to a Discharge of Priority Lien Obligations and provided no Default or Event of Default has occurred that is continuing, in the case of any Guarantor other than the Operating Partnership, at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness for borrowed money of either of the Issuers and Issuers, any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facilityor the Operating Partnership. Upon delivery by the Company to the Trustee of an Officers’ Certificate and Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted any Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before a Subsidiary or after giving effect to such transaction) the Company a Non-Recourse Subsidiary in a transaction that does not violate any provisions of this Indenture, by way of merger, consolidation or otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted (including, without limitation, by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary foreclosure) of all of the Company as capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a result of the sale or other dispositiondisposition (including, without limitation, by foreclosure), by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the Person acquiring the property (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 relieved of any obligations under this Indenture and its Subsidiary Guarantee; (3) if PROVIDED that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility1013 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 1013, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company (other than the Notes), such Subsidiary Guarantor shall, upon the written request of the Company, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company, the Trustee shall execute any documents reasonably required in ore of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Subsidiary Guarantor under this Indenture. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture as provided shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Any Non-Recourse Subsidiary that ceases to be a Non-Recourse Subsidiary shall thereupon execute a supplement to this Indenture in accordance with the terms of this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Note Guarantee of a Guarantor shall (other than the Parent) will be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger merger, consolidation or consolidationamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition is conducted in accordance with Sections 4.10 and 5.01(c), as applicable, and complies with Section 4.10the Collateral Agreements to the extent applicable; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor, following which such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or no longer a Restricted Subsidiary of the CompanyParent, if the sale or other disposition is permitted by Section conducted in accordance with Sections 4.10 and 5.01(c), as applicable, and complies with the Guarantor ceases Collateral Agreements to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionextent applicable; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Defeasance, Covenant Defeasance or Discharge in accordance with Article 8; (54) upon the liquidation or dissolution of such Guarantor, provided no Default or unless an Event of Default has occurred that and is continuing, upon the dissolution or liquidation of such Guarantor; or (65) at such time as unless an Event of Default has occurred and is continuing, if such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other have interests in Collateral that would require it to become a Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilitySection 4.13. Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – through (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company Issuer at the Issuer’s expense in order to evidence the release of any Guarantor (other than the Parent) from its obligations under its Subsidiary Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall will be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger merger, consolidation or consolidationamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition complies is conducted in accordance with Section 4.10Sections 4.10 and 5.01(b), as applicable; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor, following which such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or no longer a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section conducted in accordance with Sections 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company 5.01(b), as a result of the sale or other dispositionapplicable; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Defeasance, Covenant Defeasance or Discharge in accordance with Article 8; (54) upon the liquidation or dissolution of such Guarantor, provided no Default or unless an Event of Default has occurred that and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (65) at such time as unless an Event of Default has occurred and is continuing, if such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other have interests in Collateral that would require it to become a Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilitySection 4.13. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – through (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than the Company) from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.105.10; (2) in connection with any sale or other disposition of Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 5.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 5.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 89; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and or the Operating Company under a Credit Facility; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers under a Credit Facility, provided that it is then no longer an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – through (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 1011.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.16 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such that Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness Company under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest premium and Additional Interestinterest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (xi) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (yii) to be an obligor with respect to any Indebtedness under a the Credit FacilityAgreement. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, and premium, interest and Additional Interest, if any, on and interest on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.104.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 hereof and the such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Subsidiary Guarantor is a Restricted Subsidiary and the Company designates any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture4.18 hereof; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8Section 7 hereof; (5) upon the liquidation or dissolution of such Guarantor, Subsidiary Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Subsidiary Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Subsidiary Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Subsidiary Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Subsidiary Guarantor, and as a result of, or in connection with, such transaction such Subsidiary Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company Issuers in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestpremium, if any, on on, the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 10Section 9.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Guarantor (including to a third party or an Unrestricted Subsidiary in a transaction that does not violate any provisions of this Indenture, by way of merger merger, consolidation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2including, without limitation, by foreclosure) of all of the capital stock of any Guarantor, then such Guarantor (in connection with any the event of a sale or other disposition (including, without limitation, by foreclosure), by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of Capital Stock all of the assets of such Guarantor to a Person Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee; provided that is not (either before or after giving effect to the Net Proceeds of such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 4.10, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such any Guarantor under this Indenture as provided in this Article 1011. Any Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under its Subsidiary Guarantee and any Unrestricted Subsidiary that ceases to be an Unrestricted Subsidiary shall be required to execute a Subsidiary Guarantee in accordance with the terms of this Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture[Reserved]; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as and provided that the assets of such Guarantor ceases are transferred to both (x) guarantee any other Indebtedness a Guarantor or Issuer subject to the Collateral Requirements upon such liquidation or dissolution or are otherwise disposed of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facilityas permitted by this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions events described in the foregoing clauses (1) – (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestpremium, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityGuarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any a sale or other disposition of all or substantially all of the properties or assets of such any Subsidiary Guarantor (including to a Person other than a Subsidiary or the Company in a transaction that does not violate any provisions of this Indenture, by way of merger merger, consolidation or consolidationotherwise, or (2) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2including, without limitation, by foreclosure) in connection with any sale or other disposition of all of the Capital Stock of such any Subsidiary Guarantor to a Person that is not (either before other than a Subsidiary or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or then such Subsidiary Guarantor shall be released and relieved of any obligations under this Indenture and its Subsidiary Guarantee; provided that all obligations of such Subsidiary Guarantor under all of its guarantees of any other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary Indebtedness of the Company as a result of the shall also terminate or be released upon such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company (other than the Notes and Indebtedness of the Company under any Credit Facility), such Subsidiary Guarantor shall, upon the written request of the Company to the Trustee, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company (other than the Notes and Indebtedness of the Company under any Credit Facility), the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Upon effectiveness of such designation, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, any premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Subsidiary Guarantor under this Indenture as provided in this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee Concurrently with any sale of a Guarantor assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released: ; PROVIDED, that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof If the assets sold in such sale or other disposition include all or substantially all of the assets of any Guarantor or all of the capital stock of any Guarantor, then such Guarantor (1in the event of a sale or other disposition of all of the capital stock of such Guarantor) or the corporation acquiring the property (in connection with any the event of a sale or other disposition of all or substantially all of the properties or assets of a Guarantor) shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 11.03, hereof, as the case may be; PROVIDED, that in the event of an Asset Sale, the Net Proceeds from such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary are treated in accordance with the provisions of Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 4.10 hereof, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Upon the release by all holders of Senior Indebtedness and Guarantor Senior Indebtedness of all guarantees issued by a Guarantor relating to such Senior Indebtedness and Guarantor Senior Indebtedness and all Liens on the property and assets of such Guarantor relating to Senior Indebtedness and Guarantor Senior Indebtedness, then such Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that all holders of Senior Indebtedness and Guarantor Senior Indebtedness have released all guarantees issued by a Guarantor and all Liens on the property and assets of such Guarantor relating to such Senior Indebtedness and Guarantor Senior Indebtedness, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee pursuant to either of the preceding paragraphs of this Section 11.04 shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such any Guarantor under this Indenture as provided in this Article 10XI.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted any Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before a Subsidiary or after giving effect to such transaction) the Company a Non-Recourse Subsidiary in a transaction that does not violate any provisions of this Indenture, by way of merger, consolidation or otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted (including, without limitation, by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary foreclosure) of all of the Company as capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a result of the sale or other dispositiondisposition (including, without limitation, by foreclosure), by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the Person acquiring the property (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 relieved of any obligations under this Indenture and its Subsidiary Guarantee; (3) if PROVIDED that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility1013 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 1013, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company (other than the Notes), such Subsidiary Guarantor shall, upon the written request of the Company, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Subsidiary Guarantor under this Indenture. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture as provided shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Any Non-Recourse Subsidiary that ceases to be a Non-Recourse Subsidiary shall thereupon execute a supplement to this Indenture in accordance with the terms of this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor and (y) to be Guarantor, provided that it is then no longer an obligor with respect to any Indebtedness under a any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.. 77

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 the applicable provisions of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) be required to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of the Operating Company; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under a any Credit FacilityFacility in excess of the De Minimis Guaranteed Amount. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityFacility (other than the Notes). Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, and an Officers’ Certificate and Opinion of Counsel each stating that, as required by Section 11.04, all conditions precedent herein provided for relating to such transactions have been satisfied, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted any Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company a Subsidiary or a Restricted Non-Recourse Subsidiary in a transaction that does not violate any provisions of the Companythis Indenture, if the by way of merger, consolidation or otherwise, or a sale or other disposition is permitted (including, without limitation, by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary foreclosure) of all of the Company as capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a result of the sale or other dispositiondisposition (including, without limitation, by foreclosure), by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the Person acquiring the property (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 relieved of any obligations under this Indenture and its Subsidiary Guarantee; (3) if PROVIDED that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility1013 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 1013, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. In the event of a release or discharge in full of all obligations of any Subsidiary Guarantor in respect of all of its guarantees of Indebtedness of the Company, such Subsidiary Guarantor shall, upon the written request of the Company, be released and relieved of any obligation under this Indenture and its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Subsidiary Guarantor has been released or discharged in full from all of its obligations under all of its guarantees of Indebtedness of the Company, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Subsidiary Guarantor under this Indenture. Any Subsidiary Guarantor that is designated a Non-Recourse Subsidiary in accordance with the terms of this Indenture as provided shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Any Non-Recourse Subsidiary that ceases to be a Non-Recourse Subsidiary shall thereupon execute a supplement to this Indenture in accordance with the terms of this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be no longer qualifies as a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.17 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that or is continuing; or (6) if such Guarantor is a Foreign Subsidiary, at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and Company or any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facilityin excess of the De Minimis Guaranteed Amount. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect stating that any of the conditions described in the foregoing clauses (1) – through (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interestinterest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) in the case of any Guarantor other than the Operating Partnership, at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and Issuers, any Guarantor or the Operating Partnership, or (7) in the case of the Operating Partnership, at such time as the Operating Partnership ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under a any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate to the effect that any of the conditions described in the foregoing clauses (1) – - (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition is permitted by does not violate Section 4.10 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent as a result of the such sale or other disposition; (3) if the Company Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.20 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Subsidiary Guarantor ceases to both (x) guarantee any other Indebtedness of the Parent, either of the Issuers and Issuer or any other Subsidiary Guarantor and (y) to be an obligor with respect to under any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and of, premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock all of the capital stock of any Subsidiary Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by way of merger, consolidation, or otherwise, in a transaction that does not violate any of the covenants of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such Guarantor to merger, consolidation or otherwise, of all the capital stock of such Subsidiary Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and such acquiring corporation or other Person (in the event of a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of all or substantially all of the Company as assets of such Subsidiary Guarantor), if other than a result Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Subsidiary Guarantee; PROVIDED that the Net Proceeds of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary disposition are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 4.10, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes 106 Securities and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 1011. Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, upon such designation, be released from and relieved of its obligations under its Subsidiary Guarantee and any Unrestricted Subsidiary whose obligation as such is revoked and any newly created or newly acquired Subsidiary that is or becomes a Restricted Subsidiary shall be required to execute a Subsidiary Guarantee in accordance with the terms of this Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, ; or (6) provided no Default or Event of Default has occurred that and is continuing; or (6) , at such time as such Guarantor ceases to both (x) does not guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit FacilityFacility other than the Notes. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article ARTICLE 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premiuminterest, interest premium and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article ARTICLE 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of Capital Stock all of the capital stock of any Subsidiary Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by way of merger, consolidation, or otherwise, in a transaction that does not violate any of the covenants of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such Guarantor to merger, consolidation or otherwise, of all the capital stock of such Subsidiary Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and such acquiring corporation or other Person (in the event of a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of all or substantially all of the Company as assets of such Subsidiary Guarantor), if other than a result Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Subsidiary Guarantee; provided, that the Net Proceeds of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary disposition are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 4.10, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 1011. Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, upon such designation, be released from and relieved of its obligations under its Subsidiary Guarantee and any Unrestricted Subsidiary whose obligation as such is revoked and any newly created or newly acquired Subsidiary that is or becomes a Restricted Subsidiary shall be required to execute a Subsidiary Guarantee in accordance with the terms of this Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all of the assets of any Guarantor (other than ROC), by way of merger, consolidation or substantially otherwise, or a sale or other disposition of all of the properties Capital Stock of any Guarantor (other than ROC), then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) shall be released and relieved of any Obligations under its Subsidiary Guarantee and any Liens in favor of the Collateral Agent upon the Collateral owned by such Guarantor will be released; provided that (including by way of merger or consolidationi) to a Person that is not (either before or immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) the Company or a Restricted Subsidiary Net Proceeds of the Company, if the such sale or other disposition complies are applied in accordance with Section 4.10; (2) the applicable provisions of this Indenture. Additionally, in connection with any sale or other disposition of Capital Stock of such the event that a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor properly designated as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge , then such Guarantor will be released and relieved of any Obligations under its Subsidiary Guarantee, and any Liens in accordance with Article 8; (5) favor of the Collateral Agent upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as Collateral owned by such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to will be an obligor with respect to any Indebtedness under a Credit Facilityreleased. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and Opinion of Counsel, to the effect that any such sale or other disposition or designation of an Unrestricted Subsidiary was made by the conditions described Company in the foregoing clauses (1) – (6) has occurredaccordance with all applicable provisions of this Indenture, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any such Guarantor from its obligations Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium and premium, interest and Additional InterestLiquidated Damages, if any, and interest on the Notes and for the other obligations Obligations of such Guarantor under this Indenture as provided in this Article 1011. Nothing herein shall relieve the Company from its Obligations to apply the proceeds of an Asset Sale as provided in Section 4.11 hereof.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (xi) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (yii) to be an obligor with respect to any Indebtedness under a the Credit FacilityAgreement or any other Credit Facility of the Company. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, and premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and or the Operating Company under a Credit Facility; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers under a Credit Facility, provided that it is then no longer an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – through (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, if any, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.105.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 5.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture5.18 hereof; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 89 hereof; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both guarantee (xi) any other Indebtedness of either of the Issuers or (ii) any Indebtedness of the Operating Company under a Credit Facility; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be under a Credit Facility, provided that it is then no longer an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – through (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 1011.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.16 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such that Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness Company under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (65) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee In the event of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such any Guarantor (including to a third party or an Unrestricted Subsidiary in a transaction that does not violate any provisions of this Indenture, by way of merger merger, consolidation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company otherwise, or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2including, without limitation, by foreclosure) of all of the capital stock of any Guarantor, then such Guarantor (in connection with any the event of a sale or other disposition (including, without limitation, by foreclosure), by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of Capital Stock all or substantially all of the assets of such Guarantor to a Person Guarantor) shall be released and relieved of any obligations under this Indenture and its Subsidiary Guarantee; provided that is not (either before or after giving effect to the Net Proceeds of such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary are applied in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facility4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made by the Company in accordance with the provisions of the conditions described in the foregoing clauses (1) – (6) has occurredthis Indenture, including without limitation Section 4.10, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company required in order to evidence the release of any Guarantor from its obligations under this Indenture and its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, premium and interest and Additional Interest, if any, on the Notes and for the other obligations of such any Guarantor under this Indenture. Any Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture as provided shall be released from and relieved of its obligations under this Indenture and its Subsidiary Guarantee. Any Unrestricted Subsidiary that ceases to be an Unrestricted Subsidiary, if it is also a Significant Subsidiary that has guaranteed any Indebtedness of the Company or a Restricted Subsidiary, shall thereupon execute a supplement to this Indenture in accordance with the terms of this Article 10Indenture.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (xi) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (yii) to be an obligor with respect to any Indebtedness under a the Credit FacilityAgreement or any other Credit Facility of the Company. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of of, and premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with does not violate Section 4.10; (2) in connection with any sale or other disposition of Capital Stock of such that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon in the liquidation or dissolution case of such Guarantorany Guarantor other than the Operating Company, provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and or the Operating Company under a Credit Facility; or (6) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Guarantor and (y) to be Indebtedness of either of the Issuers under a Credit Facility, provided that it is then no longer an obligor with respect to any Indebtedness under a Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that or is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (67) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the Guarantor ceases to be no longer qualifies as a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if such Guarantor is a Restricted Subsidiary and the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.17 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that or is continuing; or (6) (a) if such Guarantor is a Domestic Subsidiary, at such time as such Guarantor ceases both (i) to guarantee any other Indebtedness of the Company or any other Guarantor in excess of the De Minimis Guaranteed Amount and (ii) to be a Material Domestic Subsidiary; and (b) if such Guarantor is a Foreign Subsidiary, at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and Company or any other Guarantor and (y) to be an obligor with respect to any Indebtedness under a Credit Facilityin excess of the De Minimis Guaranteed Amount. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – — (6) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest if any, and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is permitted by complies with Section 4.10 and the that Guarantor ceases to be no longer qualifies as a Restricted Subsidiary of the Company as a result of the sale or other such disposition; (3) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, Guarantor provided no Default or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under a any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (1) – (61)-(7) has occurred, the Trustee, at the Company’s written request and expense, Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, interest if any, and Additional Interest, if any, on on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.