Common use of Releases Clause in Contracts

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon any sale or other disposition The Note Guarantee of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;in the event that: (ba) In connection with any sale there is a sale, disposition or other disposition transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of that Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary), or all or substantially all the assets, of the applicable Guarantor; (b) in the case of any Subsidiary which after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.17, in a transaction not prohibited the release or discharge of the Guarantee by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) such Subsidiary of all Indebtedness of the Company or any Subsidiary or the repayment of all the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to provide a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any Note Guarantee; (c) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described under Article 8 or if its obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition this Indenture are applied discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations Indenture as described under its Subsidiary Guarantee.Article 11; or (d) If any such Guarantor is designated also a guarantor or borrower under the Credit Agreement as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary effect on the Issue Date and, at the time of release of its Note Guarantee, (including by way of liquidation or dissolutionx) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onand all pledges and security, if any, granted in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (5), (6), (7), (8), (9), (10) and interest on (11) of Section 4.09(b) and (z) does not Guarantee any Indebtedness in excess of $50.0 million (or its foreign currency equivalent) at such time outstanding of the Notes and for Company or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. (a) Upon any In the event of (i) a sale or other disposition of all transfer or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 any Subsidiary Guarantor to any Person who that is not an Affiliate of the Company in compliance with Section 8.9 or (either before or after giving effect to the transactionii) the sale or other transfer or disposition, by way of merger, consolidation or otherwise, of assets or Capital Stock of a Subsidiary Guarantor substantially as an entirety to a Person that is not an Affiliate of the Company in compliance with the terms of Section 8.9, then, without any further action on the part of the Administrative Agent or a Restricted Subsidiaryany Lender, such Subsidiary Guarantor will (or the Person concurrently acquiring such assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and relieved discharged of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds guarantee of such sale Subsidiary Guarantor of the Guaranteed Obligations, as evidenced by a written instrument or other disposition are applied in accordance with confirmation executed by the applicable provisions Administrative Agent, upon the request and at the expense of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee Administrative Agent of an Officer’s Certificate and an Opinion of Counsel to the effect officers’ certificate stating that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureAgreement, including without limitation Section 4.108.9, the Trustee Administrative Agent will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its guarantee of the Guaranteed Obligations. (b) In addition, the guarantee of a Subsidiary GuaranteeGuarantor of the Guaranteed Obligations will be released: (i) if the Subsidiary Guarantor (other than ILFC or any Subsidiary that is or becomes a Subsidiary Guarantor on the Closing Date) ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Guaranteed Obligations, and is released or discharged from all obligations thereunder; or (ii) upon the expiration or termination of the Commitments and the payment in full of all obligations of the Obligors under this Agreement and under the Committed Notes (other than unasserted contingent indemnification and expense reimbursement obligations). (c) Any Subsidiary Guarantor not released from its obligations under its guarantee of the Guaranteed Obligations as provided in this Section 13.9 will remain liable for the full amount of the Guaranteed Obligations as provided in this Section 13.

Releases. The Note Guarantee of a Guarantor (other than the Note Guarantee of STBV, except pursuant to Section 5.01, Article 8 or Article 11) will be automatically released in the event that: (a) Upon any sale there is a sale, disposition or other transfer (including through merger or consolidation) of (i) all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary of STBV), or (ii) all or substantially all the assets, of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeapplicable Guarantor; (b) In connection with in the case of any sale Subsidiary which after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.17, the release or other disposition discharge of the Guarantee by such entity of all Indebtedness of STBV or any Subsidiary of STBV or the Capital Stock repayment of that Guarantorall the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to provide a transaction not prohibited by Section 3.09 to any Person who is not Note Guarantee; (either before c) if the Issuer exercises its Legal Defeasance option or after giving effect to the transaction) the Company its Covenant Defeasance option as described under Article 8 or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any if its obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition this Indenture are applied discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations Indenture as described under its Subsidiary Guarantee.Article 11; or (d) If any such Guarantor is designated also a guarantor or borrower under the Credit Agreement as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary effect on the Issue Date and, at the time of release of its Note Guarantee, (including by way of liquidation or dissolutionx) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onand all pledges and security, if any, granted by it in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (5), (6), (7), (8), (9), (10) and interest on (11) of Section 4.09(b) and (z) does not Guarantee any Indebtedness in excess of $50,000,000 (or its foreign currency equivalent) at such time outstanding of the Notes and for Issuer or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. (a) Upon The Note Guarantee of any Note Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Note Guarantor, the Company or the Trustee is required for the release of such Note Guarantor’s Note Guarantee: (1) upon the occurrence of (i) any sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of the Note Guarantor after which the Note Guarantor is no longer a Restricted Subsidiary or (ii) the sale or other disposition of all or substantially all of the assets and property of any the Note Guarantor (including other than by way of merger or consolidationlease), in a transaction not prohibited by Section 3.09which sale, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Companyexchange, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale transfer or other disposition under clauses (i) or (ii) of all of the Capital Stock of that Guarantor, this clause (1) is made in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance compliance with the applicable provisions of this the Indenture, including without limitation Section 4.10.4.10 thereof (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time) and Section 5.01 thereof; (c2) If any unless an Event of Default has occurred and is continuing, the release or discharge of the Note Guarantor merges with and into from its Guarantee of Indebtedness under the Company, with Senior Credit Facilities or the Company surviving release or discharge of such merger, other Guarantee that resulted in the creation of such Guarantor will be automatically released and relieved Guarantee (except a discharge or release by or as a result of payment under such Guarantee); (3) upon the designation of any obligations under its Restricted Subsidiary Guarantee. (d) If any that is a Note Guarantor is designated as an Unrestricted Subsidiary in accordance with this Section 4.07 of the Indenture or otherwise ceases to be a Restricted and the definition of Unrestricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.therein; (e4) Upon if such Note Guarantor becomes a Foreign Subsidiary; (5) upon the Company exercising its Legal Defeasance or Covenant Defeasance option as described under Article 8 of the Indenture or the Company’s obligations under the Indenture being discharged in accordance with Article 8 or satisfaction and discharge the terms of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.the Indenture; or (f6) If any Guarantor in the case of the Master Lease Tenants, upon the exercise by Ventas of its option to purchase loans under the Senior Credit Facilities, and certain other indebtedness subject to the Relative Rights Agreement, in an amount up to $375.0 million (athe “Ventas Purchase Option”) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved pursuant to the terms of any obligations under its Subsidiary Guarantee.the Relative Rights Agreement; and (g7) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any such Note Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company delivering to the Trustee of an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in the Indenture relating to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteetransaction have been complied with.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company if the sale or other disposition does not violate Section 4.10 hereof, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (b) In the event of any sale or other disposition of Capital Stock of any 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 does not violate Section 4.10 hereof or terms of the Intercreditor Agreement, and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company4.10 hereof, with the Company surviving such mergeror, such Guarantor will be automatically released and relieved in case of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary Section 12.06(b), in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests provisions of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Intercreditor Agreement. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 9 hereof or satisfaction and discharge of this Indenture in accordance with Article 13 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of, Prepayment Premium on, if any, or interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition (including by way of merger or consolidation)liquidation permitted hereunder) of all of the Capital Stock of any Guarantor, in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuaranty; provided, in both cases, provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to acknowledge evidence the release of any Guarantor from its obligations under its Guaranty. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary Guaranteein accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guaranty. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Guaranty. Any Guarantor not released from its obligations under its Guaranty as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

Releases. The Note Guarantee of a Guarantor will be released: (a1) Upon in connection with any transfer, sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Company, a Guarantor or a Restricted Subsidiary Subsidiary, if the sale or other disposition does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeCollateral Agreements; (b2) In in connection with any transfer, sale or other disposition of all of the Capital Stock of that Guarantor, in Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Company, a Guarantor or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; providedif the transfer, in both cases, that the Net Proceeds of such sale or other disposition are applied does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Collateral Agreements; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c4) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture as provided under Sections 8.02 (“Legal Defeasance and Discharge”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge”); (5) as provided in the Intercreditor Agreements or any other intercreditor agreement entered into in accordance with Article 11, each Guarantor will be automatically released and relieved the terms of any obligations under its Subsidiary Guarantee.this Indenture; or (f6) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary provided in accordance with Section 4.13 of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, of and interest and premium on(including the Applicable Premium), if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. The Guarantee of a Guarantor will be released in the event that: (a) Upon any sale the sale, disposition or other disposition of all or substantially all of the assets of any Guarantor transfer (including by way of through merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock (or any sale, disposition or other transfer of that Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary), or all or substantially all the assets, of the applicable Guarantor, if such sale, disposition or other transfer is made in a transaction not prohibited by compliance with the provisions of Section 3.09 to any Person who is not 4.10; (either before or after giving effect to the transactionb) the Company or designates any Restricted Subsidiary that is a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 and the definition of “Unrestricted Subsidiary”; (c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any Restricted Subsidiary or the repayment of all the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to guarantee the Notes; (d) if the Company exercises its legal defeasance option or its covenant defeasance option as described under Article 8 or if its obligations under this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way are discharged in accordance with the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of any obligations under release of its Subsidiary Guarantee. , (gx) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal guarantee of, premium onand all pledges and security, if any, granted in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (vii), (ix), (x) or (xv) of Section 4.09(b) and interest on (z) does not guarantee any Indebtedness of the Notes and for Company or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. (a) Upon The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture and the Notes (i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor the Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidation), in otherwise) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (bii) In connection with any a sale or other disposition of all of the Capital Stock of that Guarantorthe Guaranteeing Subsidiary, in each case, to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to such transactions) a Subsidiary of the transactionIssuer, (iii) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with of the Notes pursuant to Article 8 or satisfaction and discharge Eight of this the Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (biv) is designated as an Excluded if the Guaranteeing Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any guarantees under all Credit Facilities of the Issuer or another Guarantor not released from its obligations under its Subsidiary Guarantee (including as provided in this Section 10.04 will remain liable for the full amount a result of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Indenture, including without limitation Section 4.10Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. (a) Upon any In the event of (i) a sale or other disposition of all transfer or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 any Subsidiary Guarantor to any Person who that is not an Affiliate of the Company in compliance with Section 8.9 or (either before or after giving effect to the transactionii) the sale or other transfer or disposition, by way of merger, consolidation or otherwise, of assets or Capital Stock of a Subsidiary Guarantor substantially as an entirety to a Person that is not an Affiliate of the Company in compliance with the terms of Section 8.9, then, without any further action on the part of the Administrative Agent or a Restricted Subsidiaryany Lender, such Subsidiary Guarantor will (or the Person concurrently acquiring such assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and relieved discharged of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds guarantee of such sale Subsidiary Guarantor of the Guaranteed Obligations, as evidenced by a written instrument or other disposition are applied in accordance with confirmation executed by the applicable provisions Administrative Agent, upon the request and at the expense of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee Administrative Agent of an Officer’s Certificate and an Opinion of Counsel to the effect officers’ certificate stating that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureAgreement, including without limitation Section 4.108.9, the Trustee Administrative Agent will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its guarantee of the Guaranteed Obligations. (b) In addition, the guarantee of a Subsidiary GuaranteeGuarantor of the Guaranteed Obligations will be released: (i) if the Subsidiary Guarantor (other than the Acquired Company or any Subsidiary that is or becomes a Subsidiary Guarantor on the Closing Date) ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Guaranteed Obligations, and is released or discharged from all obligations thereunder; or (ii) upon the expiration or termination of the Commitments and the payment in full of all obligations of the Obligors under this Agreement and under the Committed Notes (other than unasserted contingent indemnification and expense reimbursement obligations). (c) Any Subsidiary Guarantor not released from its obligations under its guarantee of the Guaranteed Obligations as provided in this Section 13.9 will remain liable for the full amount of the Guaranteed Obligations as provided in this Section 13.

Releases. The Note Guarantee of a Guarantor will be automatically released: (a1) Upon in connection with any sale sale, transfer or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved if the sale, transfer or other disposition does not violate the provisions of any obligations under its Subsidiary Guaranteethis Indenture; (b2) In in connection with any sale sale, transfer or other disposition of all of the Capital Stock of that Guarantor, in Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted SubsidiarySubsidiary of the Issuer, if (a) following the sale or other disposition, such Guarantor will be automatically released is no longer a Restricted Subsidiary of the Issuer and relieved of any obligations under its Subsidiary Guarantee; provided(b) the sale, in both cases, that the Net Proceeds of such sale transfer or other disposition are applied does not violate the provisions of this Indenture; (3) if the Issuer designates any Restricted Subsidiary of the Issuer that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c4) If any Guarantor merges with and into upon the Company, with the Company surviving such merger, release or discharge of such Guarantor will be automatically released and relieved from its liability in respect of any obligations under its Subsidiary Guarantee. (d) If any the guarantee which created the obligation on the part of such Guarantor is designated as an Unrestricted Subsidiary to provide a Note Guarantee in accordance with this Indenture Section 4.15 hereof, except a release or otherwise ceases to be discharge by or as a Restricted Subsidiary (including by way result of liquidation or dissolution) in a transaction permitted by this Indenture, payment under such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.guarantee; or (e5) Upon upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture as provided in accordance with Article 11Articles 8 and 12 hereof. In the event that any released Guarantor thereafter becomes a Wholly-Owned Domestic Restricted Subsidiary of the Issuer, each or guarantees Indebtedness of the Issuer or any Guarantor, such former Guarantor will be automatically released again provide a Note Guarantee and relieved assume by written agreement all of any the obligations of a Guarantor under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released Guarantor’s Note Guarantee and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guaranteeapplicable Security Documents. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. The Note Guarantee of a Guarantor (other than the Note Guarantee of STBV, except pursuant to Section 5.01, Article 8 or Article 11) will be automatically released in the event that: (a) Upon any sale there is a sale, disposition or other transfer (including through merger or consolidation) of (i) all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary of STBV), or (ii) all or substantially all the assets, of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeapplicable Guarantor; (b) In connection with in the case of any sale Subsidiary which after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.17, the release or other disposition discharge of the Guarantee by such entity of all Indebtedness of STBV or any Subsidiary of STBV or the Capital Stock repayment of that Guarantorall the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to provide a transaction not prohibited by Section 3.09 to any Person who is not Note Guarantee; (either before c) if the Issuer exercises its Legal Defeasance option or after giving effect to the transaction) the Company its Covenant Defeasance option as described under Article 8 or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any if its obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition this Indenture are applied discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations Indenture as described under its Subsidiary Guarantee.Article 11; or (d) If any such Guarantor is designated also a guarantor or borrower under the Credit Agreement as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary effect on the Issue Date and, at the time of release of its Note Guarantee, (including by way of liquidation or dissolutionx) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onand all pledges and security, if any, granted by it in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (5), (6), (7), (8), (9), (10) and interest on (11) of Section 4.09(b) and (z) does not Guarantee any Indebtedness in excess of $50,000,000 (or its foreign currency equivalent) at such time outstanding of the Notes and for Issuer or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10Guarantors. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.80

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;. (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the CompanyCompany or another Guarantor, with the Company or such other Guarantor surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantee (it being understood that the guarantee of such other Guarantor surviving such merger will remain in full force and effect until otherwise released in accordance with this Indenture). (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (i) no longer guarantees the Credit Agreement or any other Indebtedness described in clauses (a), (b) or (c) of Section 4.16 (other than as a result of the repayment in full of the Credit Agreement or such other Indebtedness in connection with any enforcement thereof), (ii) no longer constitutes a Domestic Subsidiary or (biii) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holdersHolders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantee upon notice to the Trustee of such determination. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. Notwithstanding Section 12.04(9) hereof, the Note Guarantee of a Guarantor will be released: (a1) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Eldorado or a Restricted Subsidiary of Eldorado, if the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteesale or other disposition does not violate Sections 3.10 or 4.10 hereof; (b2) In in connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Eldorado or a Restricted SubsidiarySubsidiary of Eldorado, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that if the Net Proceeds of such sale or other disposition are applied in accordance with does not violate Sections 3.10 or 4.10 hereof and the applicable provisions Guarantor ceases to be a Restricted Subsidiary of this Indenture, including without limitation Section 4.10.Eldorado as a result of the sale or other disposition; (c3) If if Eldorado designates any Restricted Subsidiary that is a Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Section 4.19 hereof; (e4) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction Satisfaction and discharge Discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.11 hereof; or (f5) If upon the dissolution of a Guarantor if its assets are distributed to the Issuers or another Guarantor. Upon delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel to the effect that the conditions set forth in clauses (1) through (5) hereof, as applicable, have been satisfied, the Trustee, at Eldorado’s expense, will execute any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith documents reasonably requested by Eldorado to evidence the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests release of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary applicable Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. The Note Guarantee of a Guarantor will be released: (a1) Upon in connection with any transfer, sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Company, a Guarantor or a Restricted Subsidiary Subsidiary, if the sale or other disposition does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeCollateral Agreements; (b2) In in connection with any transfer, sale or other disposition of all of the Capital Stock of that Guarantor, in Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Company, a Guarantor or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; providedif the transfer, in both cases, that the Net Proceeds of such sale or other disposition are applied does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Collateral Agreements; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c4) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture as provided under Sections 8.02 (“Legal Defeasance and Discharge”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge”); (5) as provided in the Intercreditor Agreement or any other intercreditor agreement entered into in accordance with Article 11, each Guarantor will be automatically released and relieved the terms of any obligations under its Subsidiary Guarantee.this Indenture; or (f6) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary provided in accordance with Section 4.13 of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. (a) Upon Each Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor each Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidation), in otherwise) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (bii) In connection with any a sale or other disposition of all of the Capital Stock of that Guarantoreach Guaranteeing Subsidiary, in each case, to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to such transactions) a Subsidiary of the transactionIssuer, (iii) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with of the Notes pursuant to Article 8 or satisfaction and discharge Eight of this the Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (biv) is designated as an Excluded if each Guaranteeing Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any guarantees under all Credit Facilities of the Issuer or another Guarantor not released from its obligations under its Subsidiary Guarantee (including as provided in this Section 10.04 will remain liable for the full amount a result of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Indenture, including without limitation Section 4.10Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Each Subsidiary Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will shall be automatically released and relieved of any obligations under its Subsidiary Note Guarantee;: (b1) In connection with any sale respect to a particular Subsidiary Guarantor, upon the release, discharge or other disposition termination of all such Subsidiary Guarantor’s Guarantee of the Capital Stock of that Credit Agreement Obligations; or (2) with respect to a particular Subsidiary Guarantor, in a the consummation of any transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of sale, disposition or other transfer of Equity Interests of such Subsidiary Guarantor or merger, consolidation, liquidation or dissolution) that results in such Subsidiary Guarantor ceasing to be a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved Subsidiary of any obligations under its Subsidiary Guarantee.CF Holdings; or (e3) Upon with respect to all subsidiary Guarantors, Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 1112 hereof; or (4) with respect to all Subsidiary Guarantors, each Guarantor will upon the latest to occur of the events described in clauses (1), (2), and (3) of Section 10.06(a). CF Holdings shall be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary Note Guarantee upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined Indenture in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guaranteeaccordance with Article 12 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the The Company to shall notify the Trustee in writing of any Note Guarantee of a Subsidiary Guarantor that is released. The Trustee shall execute and deliver an Officerappropriate instrument confirming the release of any such Subsidiary Guarantor upon the Company’s request and upon being provided an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent under this Indenture to the execution and delivery of such sale or other disposition was made by the Company in accordance instrument have been complied with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteeas provided herein.

Releases. The Note Guarantee of a Guarantor will be released automatically: (a1) Upon in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale or other disposition does not violate the provisions of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeSection 4.10; (b2) In in connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in Guarantor (including by way of merger or consolidation) to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary, such if the sale or other disposition does not violate the provisions Section 4.10 and the Guarantor will ceases to be automatically released and relieved of any obligations under its a Restricted Subsidiary Guarantee; provided, in both cases, that the Net Proceeds as a result of such sale or other disposition are applied disposition; (3) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c4) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (f5) If any upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (6) upon such Guarantor (a) no longer constitutes consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor and, as a Domestic Subsidiary result of or (b) is designated as an Excluded Subsidiary in accordance connection with this Indenturesuch transaction, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.dissolves or otherwise ceases to exist; or (g7) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any at such time as such Guarantor is in the best interests no longer required to Guarantee any Indebtedness of the Company and is not materially disadvantageous to the holdersCompany, such Finance Corp. or any other Guarantor will be automatically released and relieved of under any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeCredit Facility. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium onpremium, if any, and interest on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. The Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released upon: (a1) Upon any a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor, or the Capital Stock of the Subsidiary Guarantor such that the Subsidiary Guarantor is no longer a Restricted Subsidiary, in a transaction that does not violate Section 4.10 hereof; (2) the sale or disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantor; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction3) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary designation in accordance with this Indenture or otherwise ceases to be a Restricted of the Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.as an Unrestricted Subsidiary; (e4) Upon Legal Defeasance at such time as such Subsidiary Guarantor is no longer a Guarantor or Covenant Defeasance other obligor with respect to any other Indebtedness of Holdings or the Company; (5) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Excluded Subsidiary; or (6) defeasance or discharge of the Notes in accordance with Article 8 or satisfaction Article 11 hereof. In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by at least two Rating Agencies and discharge no Default or Event of this Indenture in accordance with Article 11Default shall have occurred and be continuing hereunder, each Guarantor then, beginning on that date, the Subsidiary Guarantors will be automatically released and relieved of any from their obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes the Note Guarantees; provided, however, that within ten Business Days following a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this IndentureReinstatement Date, such Guarantor each of the Restricted Subsidiaries who would have been required to Guarantee the Notes but for the foregoing, will be automatically released required to execute and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that deliver a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous supplemental indenture to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery providing for a Note Guarantee by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeRestricted Subsidiary.

Releases. (a) Upon Each Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor such Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidation), in otherwise) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (bii) In connection with any a sale or other disposition of all of the Capital Stock of that Guarantorsuch Guaranteeing Subsidiary, in each case, to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to such transactions) a Subsidiary of the transactionIssuer, (iii) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with of the Notes pursuant to Article 8 or satisfaction and discharge Eight of this the Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (biv) is designated as an Excluded if such Guaranteeing Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any guarantees under all Credit Facilities of the Issuer or another Guarantor not released from its obligations under its Subsidiary Guarantee (including as provided in this Section 10.04 will remain liable for the full amount a result of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Indenture, including without limitation Section 4.10Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (ai) Upon in connection with any sale or other disposition (including by way of consolidation or merger or otherwise) of the Subsidiary Guarantor or the sale or other disposition of all or substantially all of the assets of any the Subsidiary Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect other than to the transaction) the Company Parent Guarantor or a Restricted Subsidiary Subsidiary) in connection with a transaction or circumstance that does not violate the Indenture; or (ii) upon a disposition of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all majority of the Capital Stock of that Guarantor, the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not prohibited by Section 3.09 violate the Indenture, after which the Subsidiary Guarantor ceases to any Person who is not (either before or after giving effect to the transaction) the Company or be a Restricted Subsidiary, such ; or (iii) upon a liquidation or dissolution of the Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeso long as no Default occurs as a result thereof; provided, or (iv) in both cases, that connection with the Net Proceeds of such sale or other disposition are applied designation by the Parent Guarantor in accordance with the applicable provisions Indenture of this Indenture, including without limitation Section 4.10. (c) If any the Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the Indenture; or (including by way of liquidation or dissolutionv) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with pursuant to Article 8 VIII hereof or upon satisfaction and discharge of this the Indenture in accordance with pursuant to Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary XII hereof; or (bvi) is designated as an Excluded Subsidiary in accordance connection with this Indenturethe release, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith other than the discharge through payment by the Company that a liquidationSubsidiary Guarantor, dissolution of all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or merger out of existence of any another Guarantor is under the Credit Agreement; or (vii) as set forth in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10First Lien/Second Lien Intercreditor Agreement. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 4.104.07 hereof, or such Note Guaranty is to be released pursuant to the provisions of the immediately preceding sentence, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Indenture. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee.Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations it has guaranteed pursuant to this Article X.

Releases. A Note Guarantee of a Subsidiary Guarantor will be released: (a) Upon in connection with any sale sale, disposition or other disposition transfer of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted Subsidiary Guarantor, if the sale, disposition or transfer does not violate the provisions of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeSection 4.10 hereof; (b) In in connection with any sale sale, disposition or other disposition transfer of all of the Capital Stock of that Guarantor, in Subsidiary Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted SubsidiarySubsidiary Guarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; providedif the sale, in both cases, that disposition or transfer does not violate the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.4.10 hereof; (c) If if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary the provisions of Section 4.17 hereof; (including by way of d) upon the liquidation or dissolution) dissolution of such Subsidiary Guarantor in accordance with the provisions of Section 11.04; provided that no Default or Event of Default shall occur as a transaction permitted by this Indenture, such Guarantor will be automatically released result thereof or has occurred and relieved of any obligations under its Subsidiary Guarantee.is continuing; or (e) Upon upon Legal Defeasance or Covenant Defeasance as provided in accordance with Article 8 Section 8.02 hereof or satisfaction and discharge of this Indenture as provided in accordance with Article 11Section 12.01 hereof; provided, each however, in the case of clauses (1) and (2) above, that such Subsidiary Guarantor will be automatically has been released and relieved discharged from its guarantee, if any, of and all pledges and security, if any, granted in connection with the Term Loan Credit Facility, the Revolving Credit Facility and any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests other Indebtedness of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of Issuer or any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeRestricted Subsidiary. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. (a) Upon In the event of any sale or other disposition of of: (1) all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), ) in a transaction manner that does not prohibited by violate the provisions of Section 3.09, 4.10 or Section 5.01 hereof; or (2) all of the Capital Stock of any Guarantor to any a Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Guarantor in a manner that does not violate the provisions of Section 4.10 hereof, then, in the case of each of the Companyforegoing clauses (1) and (2), such Guarantor will automatically be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureSection 4.10 or 5.01 hereof, including without limitation Section 4.10as applicable, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee (it being understood that such release will occur automatically, regardless of when or if the Trustee executes any such documents in order to evidence such release). (b) In the event of any dissolution or liquidation of any Guarantor in a manner permitted under this Indenture, such Guarantor will automatically be released and relieved of any obligation under 85 its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such dissolution or liquidation was permitted under this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee (it being understood that such release will occur automatically, regardless of when or if the Trustee executes any such documents in order to evidence such release). (1) In the case of Zoom, if at any time Zoom ceases to be a guarantor of the Existing Unsecured Notes (including any renewal, refinancing or replacement thereof), Zoom will automatically be released and relieved of any obligation under its Note Guarantee; provided that at such time, Zoom owns no material assets and has no material operations. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such release was made in accordance with this clause (c), the Trustee will execute any documents reasonably required in order to evidence the release of Zoom from its obligations under its Note Guarantee (it being understood that such release will occur automatically, regardless of when or if the Trustee executes any such documents in order to evidence such release). (2) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will automatically be released and relieved of any obligations under its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such Legal Defeasance or satisfaction and discharge has occurred under this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee (it being understood that such release will occur automatically, regardless of when or if the Trustee executes any such documents in order to evidence such release). (3) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation)otherwise, in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that any Guarantor, in each case to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both cases, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) A Guarantor will be released and relieved of any obligations under its Note Guarantee if such Guarantor is or becomes a Receivables Subsidiary. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.06 will remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guarantor under this Indenture as provided in this Article 11.

Releases. (a) Upon The Note Guarantee of a Subsidiary Guarantor shall be automatically released: (1) upon any sale or other disposition of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.094.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted another Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantor; (b2) In in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor, in a transaction not prohibited by Section 3.09 4.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its another Subsidiary GuaranteeGuarantor; provided, in both casesclauses (1) and (2), that the Net Proceeds (if any) of such sale or other disposition are shall be applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c3) If upon the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Issuers and any domestic Subsidiary of the Company under the Credit Agreement and any other Parity Lien Obligations, including the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Notes, except a release or discharge by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Parity Lien Obligation is reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.16); provided that, if such Subsidiary Guarantor has incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 4.09, such Subsidiary Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 4.09; (4) if such Subsidiary Guarantor merges with and into the CompanyCompany or an Issuer, with the Company or an Issuer surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (d5) If any if such Subsidiary Guarantor is designated as becomes an Unrestricted Excluded Subsidiary in accordance with the terms of this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted not prohibited by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (e6) Upon if the Issuers exercise their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or satisfaction and discharge of if the Issuers’ obligations under this Indenture are discharged in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (f7) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If if it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any such Subsidiary Guarantor is in the best interests of the Company and is not materially disadvantageous to the holdersHolders; and (8) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16, the release, discharge or termination of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuers or the repayment of the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if a release, discharge or termination is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Parity Lien Obligation is reinstated, such Guarantor Note Guarantee shall also be reinstated to the extent that the Company would then be required to provide a Note Guarantee pursuant to Section 4.16). (b) The Note Guarantee of the Company will be automatically released released, in connection with any transaction resulting in the creation of a Parent Entity, upon the release or discharge of the Company from its Guarantee of Indebtedness of the Issuers and relieved any domestic Subsidiary of the Company under the Credit Agreement (including by reason of the termination of the Credit Agreement) and any obligations other Parity Lien Obligation, except a release or discharge by or as a result of payment in connection with the enforcement of remedies under its Subsidiary Guarantee. such Guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Parity Lien Obligation is reinstated, such Note Guarantee shall also be reinstated to the extent that the Company would then be required to provide a Note Guarantee pursuant to Section 4.16); provided, for the avoidance of doubt, that any such Parent Entity will become a Guarantor with respect to the Notes and under this Indenture by executing and delivering to the Trustee a supplemental indenture (in form and substance reasonably satisfactory to the Trustee). (c) The Company Issuers will notify the Trustee and the Notes Collateral Agent in writing if any Guarantor is released from its Subsidiary Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company Issuers to the Trustee and the Notes Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee and the Notes Collateral Agent will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;. (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the CompanyCompany or another Guarantor, with the Company or such other Guarantor surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantee (it being understood that the guarantee of such other Guarantor surviving such merger will remain in full force and effect until otherwise released in accordance with this Indenture). (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 1112, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (i) no longer guarantees the Credit Agreement or any other Indebtedness described in clauses (a), (b) or (c) of Section 4.16 (other than as a result of the repayment in full of the Credit Agreement or such other Indebtedness in connection with any enforcement thereof), (ii) no longer constitutes a Domestic Subsidiary or (biii) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holdersHolders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantee upon notice to the Trustee of such determination. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 11.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) Upon any sale sale, transfer or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved if the sale or other disposition does not violate Section 4.10 of any obligations under its Subsidiary Guaranteethis Indenture; (b) In connection with any sale sale, transfer or other disposition of all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted SubsidiarySubsidiary of the Issuer, if after such sale, transfer or disposition, such Subsidiary Guarantor will would cease to be automatically released a Restricted Subsidiary and relieved of all pledges and security interests granted in connection with any obligations under its Subsidiary Guarantee; provided, in both cases, that Debt and the Net Proceeds of such sale or other disposition are applied in accordance with does not violate Section 4.10 of this Indenture; (c) the applicable provisions exercise by the Issuer of its Legal Defeasance option or its Covenant Defeasance option or the satisfaction and discharge of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations in each case as provided under its Subsidiary Guarantee.Article VIII; (d) If any the proper designation of such Subsidiary Guarantor is designated by the Issuer as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon the Subsidiary Guarantor ceasing to guarantee any Debt of the Issuer or a Subsidiary Guarantor under, or be a borrower under, the Term Loan Credit Agreement and no Event of Default has occurred and is continuing. The Guarantee of Holdings will be released upon the exercise by the Issuer of its Legal Defeasance option or its Covenant Defeasance in accordance with Article 8 option or the satisfaction and discharge of this Indenture, in each case as provided under Article VIII. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Indenture have been satisfied, the Trustee shall execute, without representation or warranty, any documents reasonably requested by the Issuer in accordance with Article 11, each Guarantor will be automatically released and relieved writing in order to evidence the release of any obligations under Subsidiary Guarantor from its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Any Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. Each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged, and each Restricted Subsidiary and its obligations under the Note Guarantee, this Inden- ture, the Collateral Documents and the Intercreditor Agreement will be released and discharged (other than those that by their terms survive) upon: (a) Upon any sale, exchange, transfer or disposition of (whether by merger, amalgama- tion, consolidation or the sale of) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or other disposition the sale of all or substantially all of the assets (oth- er than by lease) of any such Guarantor, whether or not such Guarantor (including by way of merger or consolidation), is the surviving corporation in such transaction to a transaction not prohibited by Section 3.09, to any Person who which is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with Section 4.10 and Arti- cle 5 (to the extent, for the avoidance of doubt, such covenants have not been suspended) and (y) all the obligations of such Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction; (b) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture; or (c) the Company exercising its legal defeasance option or covenant defeasance option under Article 8 or the Company’s Obligations under this Indenture being discharged in ac- cordance with Article 11; (2) in the case of clause (1)(a) above only, such Guarantor will delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent pro- vided for in this Indenture relating to such transaction have been complied with; (3) in the case of a guarantee as a result of compliance with the covenant under Sec- tion 4.12 or 4.18, the release, discharge or termination of the guarantee by such Guarantor of the guarantee which resulted in the creation of such Guarantee (it being understood that a release subject to contingent reinstatement is still a release and that if such guarantee is reinstated, such Guarantee shall also be automatically released and relieved reinstated to the extent that such Guarantor would then be required to provide a Guarantee), except a release, discharge or termination by or as a result of payment un- der such guarantee; (4) upon the amalgamation, merger or consolidation of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the CompanyCompany or another Guarantor that is the surviving Person (if applicable) in such amalgam- ation, with merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company surviving such merger, or another Guarantor; and (5) delivery of an Officer’s Certificate to the Trustee that such Guarantor will be automatically released and relieved of any obligations under its is an Ex- cluded Subsidiary Guarantee. (d) If any Guarantor is designated so long as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Guarantee under any senior Credit Facility (it being understood that a release subject to contingent reinstatement is still a re- lease and that is such Subsidiary would no longer meet the definition of Excluded Subsidiary, such Guarantee shall be reinstated to the extent that such Guarantor would then be required to provide a Guarantee). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, of and interest and premium, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Subsidiary Guarantor, by way of merger merger, amalgamation, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to the such transaction) the Company Parent or a Restricted Subsidiary of Parent, if the Company, such Guarantor sale or other disposition does not violate Section 4.10 hereof then the corporation acquiring the property will be automatically released and relieved of any obligations under its Subsidiary the applicable Note Guarantee; (b) In connection with the event of any sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Parent or a Restricted SubsidiarySubsidiary of Parent, if the sale or other disposition does not violate Section 4.10 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of Parent as a result of the sale or other disposition, then such Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeNote Guarantees; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company Issuers to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Subsidiary Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any the Subsidiary Guarantor from its obligations under its Note Guarantees. (c) Upon designation of any Restricted Subsidiary Guaranteethat is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantees. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantees. (e) Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.06 will remain liable for the full amount of principal of, premium on, if any, and interest, if any, on the applicable Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 10.

Releases. (a) Upon A Guarantee as to any sale Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange, disposition or other disposition transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Subsidiary, or (y) all or substantially all of the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) and (ii) and, if applicable, such Subsidiary Guarantor’s guarantee of the Obligations under the Existing Credit Facilities and any Guarantor other Indebtedness of the Company or its Subsidiaries is also released; (including by way b) in the case of merger or consolidation), in a transaction not prohibited by Section 3.09, any Subsidiary that after the Issue Date is required to any Person who is not (either before or after giving effect guarantee the Notes pursuant to the transactioncovenant described under Section 4.11, the release, discharge or termination of the guarantee by such Subsidiary Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee; (c) upon the consolidation or merger of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; or (d) the Company exercising its legal defeasance option or a Restricted Subsidiary of covenant defeasance option as described under Article 8 or the Company, such Guarantor will be automatically released and relieved of any ’s obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied this Indenture being discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10.; and (cii) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company delivering to the Trustee of an Officer’s Certificate of such Guarantor or the Company and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteetransaction have been complied with.

Releases. The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale or other disposition complies with Sections 3.09 and 4.08 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeIndenture; (b) In in connection with any sale or other disposition of all a majority of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary, such if the sale complies with Sections 3.09 and 4.08 of the Indenture; (c) if the Company (i) designates any Restricted Subsidiary that is a Guarantor will to be automatically released and relieved of an Unrestricted Subsidiary or (ii) designates any obligations under its Restricted Subsidiary Guarantee; providedthat is a Guarantor to be an Excluded Subsidiary, in both caseseach case, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (d) If any if such Guarantor is designated as an Unrestricted or becomes a non-Wholly-Owned Subsidiary in accordance with this Indenture and does not then guarantee Indebtedness under the Credit Agreement, any other credit agreement, bank facility, term loan or otherwise ceases to be any capital markets securities of LifePoint or a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Guarantor; (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each if any Guarantor will be automatically released and relieved of any obligations under its is otherwise no longer obligated to provide a Subsidiary Guarantee.Guarantee pursuant to the Indenture; (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary upon the Company’s exercise of its legal defeasance option or (b) is designated covenant defeasance option as an Excluded Subsidiary described under Article 8 of the Indenture or if the Company’s obligations under the Indenture and the Notes are discharged in accordance with this the terms of the Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests pursuant to Section 4.15 of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeIndenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium onpremium, if any, and interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10. Upon delivery by 10 of the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) Upon any sale sale, transfer or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved if the sale or other disposition does not violate Section 4.10 of any obligations under its Subsidiary Guaranteethis Indenture; (b) In connection with any sale sale, transfer or other disposition of all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted SubsidiarySubsidiary of the Issuer, if after such sale, transfer or disposition, the Subsidiary Guarantor will would cease to be automatically released a Restricted Subsidiary and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with does not violate Section 4.10 of this Indenture; (c) the applicable provisions exercise by the Issuer of its Legal Defeasance option or its Covenant Defeasance option or the satisfaction and discharge of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations in each case as provided under its Subsidiary Guarantee.Article VIII; (d) If any the proper designation of such Subsidiary Guarantor is designated by the Issuer as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon Legal Defeasance the Subsidiary Guarantor ceasing to guarantee any Debt of the Issuer or Covenant Defeasance in accordance with Article 8 a Subsidiary Guarantor under, or satisfaction and discharge of this Indenture in accordance with Article 11be a borrower under, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenturethe Amended Credit Agreement and, at such time, such Subsidiary Guarantor will be automatically released does not have any other Debt outstanding that required such Subsidiary Guarantor to guarantee the Notes pursuant to Section 4.15, and relieved no Event of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company Default has occurred and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10continuing. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by all conditions precedent to the Company release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with the provisions of this Indenture, including without limitation Section 4.10Indenture have been satisfied, the Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged. The Trustee will shall execute any documents reasonably required requested by the Issuer in writing in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.Guarantee at the Issuer’s direction and expense. With their acquisition of the Notes, the Holders of the Notes have acknowledged that any release of a Subsidiary Guarantor in accordance with this Section 10.5 shall be deemed not to impair the Holder’s repayment rights with respect to the Notes. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases. (a) Upon In the event of (i) the conveyance, sale, assignment, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any sale Person (by way of merger, consolidation or otherwise) in compliance with this Section 1309 and the terms of this Indenture, (ii) a conveyance, sale, assignment, transfer or other disposition of all or substantially all of the assets of a Subsidiary Guarantor to any Guarantor Person (including by way of merger merger, consolidation or consolidation)otherwise) in compliance with this Section 1309 and the terms of this Indenture, in a transaction not prohibited by Section 3.09, to any Person who is not or (either before or after giving effect to the transactioniii) the Company release or a Restricted Subsidiary discharge of the Companyguarantee that resulted in the creation of such guarantee of the Securities, except a discharge or release by or as a result of payment under such guarantee, then such Subsidiary Guarantor will be automatically released and relieved (or Person acquiring such assets in the event of any obligations under its Subsidiary Guarantee; (b) In connection with any a sale or other disposition of all of the Capital Stock assets of that such Subsidiary Guarantor) shall be deemed automatically and unconditionally released from and discharged from all of its obligations under this Article XIII and its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder; provided that, in a the event such transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiaryconstitutes an Asset Sale, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Cash Proceeds of such sale conveyance, sale, assignment, transfer or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.101013 hereof. (cb) If any Any Subsidiary Guarantor merges with and into that is designated by the CompanyBoard of Directors of the Company as an Unrestricted Subsidiary, or ceases to be a Subsidiary of the Company in accordance with the Company surviving terms of this Indenture may, at such mergertime, such Guarantor will at the option of the Board of Directors, be automatically released and relieved of any its obligations under its Subsidiary Guarantee. (dc) If any Guarantor is designated as an Unrestricted Concurrently with the defeasance of the Securities under Section 1202 hereof, or the covenant defeasance of the Securities under Section 1203 hereof, the Subsidiary in accordance with this Indenture or otherwise ceases to Guarantors shall be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any from all their obligations under its their Subsidiary GuaranteeGuarantees under this Article XIII. (ed) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated Company Request accompanied by an Officers' Certificate certifying as an Excluded Subsidiary in accordance to the compliance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeSection 1309. Any Subsidiary Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this Indenture Securities as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including other than Parent and any SPV Party), by way of merger merger, consolidation or consolidationotherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than Parent and any SPV Party), in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company Parent or a Restricted Subsidiary of Parent or the Companymerger or consolidation of a Guarantor (other than any SPV Party) with or into American or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Guarantee;Guarantee of the Guaranteed Obligations. (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Upon designation of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this the Indenture, such Guarantor will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations. In addition, upon a Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically being released and relieved of any its obligations under its Subsidiary Guarantee. Guarantee of the Credit Agreement (f) If excluding any Guarantor (a) no longer refinancing or replacement thereof, other than any refinancing or replacement with term loan debt that constitutes a Domestic Subsidiary Priority Lien Debt or (b) is designated as an Excluded Subsidiary in accordance with this IndentureJunior Lien Debt), such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuarantee of the Guaranteed Obligations under this Indenture or the Notes. (gc) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor The Guarantors will be automatically released from all Obligations under the Note Guarantees upon the satisfaction and relieved discharge of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided or upon the legal defeasance of the notes in this accordance with Article 10. 8. (d) Upon delivery by the Company to the Trustee receipt of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10Counsel, the Trustee will shall execute and deliver, at the Issuers’ expense, such documents as any documents Issuer or Guarantor may reasonably required in order request and prepare to evidence the release of any the guarantee of such Guarantor from its obligations under its Subsidiary Guaranteeprovided herein.

Releases. (a) Upon A Subsidiary Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (1) in connection with any sale or other disposition (including by merger or otherwise) of (x) Capital Stock of the Subsidiary Guarantor or (y) all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted such Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not each case if (either before or after giving effect to the transactioni) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance (including by merger or otherwise) complies with the applicable provisions of this Indenture, including without limitation Section 4.10.hereof and (ii) following which such Subsidiary Guarantor is no longer a Restricted Subsidiary; (c2) If any Guarantor merges with and into the Company, with if the Company surviving such merger, such designates the Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved ; (3) upon the merger or consolidation of any obligations under Subsidiary Guarantor with and into an Issuer or a Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Issuers or a Subsidiary Guarantee.Guarantor; provided that any Subsidiary Guarantor that survives any such transaction or is the transferee of assets of such a Subsidiary Guarantor remains a Subsidiary Guarantor; (e4) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 upon a legal defeasance or satisfaction and discharge of this Indenture in accordance with Article 118 or 12 hereof; (5) upon payment in full of the aggregate principal amount of all notes then outstanding and all other Obligations under this Indenture and the notes then due and owing; (6) during the Suspension Period, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Guarantor; or (7) if the Company has determined reasonably and in good faith that (i) a Foreign Restricted Subsidiary acting as a Subsidiary Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Foreign Restricted Subsidiary is organized or other applicable law, rule or regulation) or (ii) the burden or cost (including any costs resulting from material adverse tax consequences) of a Foreign Restricted Subsidiary providing such guarantee outweighs the benefit of the guaranty afforded thereby. It is understood for purposes of the foregoing that any such Subsidiary Guarantee may be released due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, including, for the avoidance of doubt, a change to the Proposed Regulations under Section 956 of the Code, as amended, published on November 5, 2018. (b) The Parent Guarantee will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (1) upon the merger or consolidation of the Parent with and into an Issuer or a Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of the Parent following the transfer of all of its assets to the Issuers or a Subsidiary Guarantor, in each case, if such transfer sale or other disposition (including by merger or otherwise) complies with the applicable provisions of this Indenture and such surviving Person or transferee remains a Guarantor or an Issuer after completion of such transaction; (2) upon a legal defeasance or satisfaction and discharge of this Indenture in accordance with Article 8 or 12 hereof; or (3) upon payment in full of the aggregate principal amount of all notes then outstanding and all other Obligations under this Indenture and the notes then due and owing. (c) Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee will, at the direction of and sole cost of the Company, execute any documents reasonably requested by the Company in order to evidence or effect such release, termination and discharge in respect of the Guarantee. Neither the Parent, the Issuers nor any Subsidiary Guarantor will be automatically required to make a notation on the notes to reflect any Guarantee or any such release, termination or discharge. Upon any release of a Guarantor from its Guarantee, such Guarantor shall also be released and relieved of any from its obligations under its Subsidiary Guaranteethe Notes Security Documents, the Crossing Lien Intercreditor Agreement and the Collateral Agency Agreement. (fd) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, and interest on interest, if any, on, the Notes notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. The Note Guarantee of a Guarantor (other than the Note Guarantee of STBV, except pursuant to Section 5.01, Article 8 or Article 11) will be automatically released in the event that: (a) Upon any sale there is a sale, disposition or other transfer (including through merger or consolidation) of (i) all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary of STBV), or (ii) all or substantially all the assets, of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeapplicable Guarantor; (b) In connection with in the case of any sale Subsidiary of STBV, which after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.17, the release or other disposition discharge of the Guarantee by such entity of all Indebtedness of STBV or any Subsidiary of STBV or the Capital Stock repayment of that Guarantorall the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to provide a transaction not prohibited by Section 3.09 to any Person who is not Note Guarantee; (either before or after giving effect to the transactionc) the Company Issuer exercises its Legal Defeasance option or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any its Covenant Defeasance option as described under Article 8 or its obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition this Indenture are applied discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations Indenture as described under its Subsidiary Guarantee.Article 11; or (d) If any such Guarantor is designated also a guarantor or borrower under the Credit Agreement as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary effect on the Issue Date and, at the time of release of its Note Guarantee, (including by way of liquidation or dissolutionx) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onand all pledges and security, if any, granted by it in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (5), (6), (7), (8), (9), (10) and interest on (11) of Section 4.09(b) and (z) does not Guarantee any Indebtedness in excess of $50,000,000 (or its foreign currency equivalent) at such time outstanding of the Notes and for Issuer or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. Any Guarantor will be automatically and unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect: (a) Upon concurrently with any sale sale, exchange, disposition or other disposition transfer (by merger or otherwise) of any Capital Stock, or all or substantially all assets, of such Guarantor in accordance with the assets applicable provisions of any this Indenture following which such Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or no longer a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeParent; (b) In connection with if the Parent designates any sale or other disposition of all of the Capital Stock of Restricted Subsidiary that Guarantor, in is a transaction not prohibited by Section 3.09 Guarantor to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its an Unrestricted Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c) If any Guarantor merges with and into the Companyupon Legal Defeasance, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture as provided in accordance with Article 11, each Guarantor will be automatically released Articles 8 and relieved of any obligations under its Subsidiary Guarantee.11 hereof; (fd) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, to the extent that such Guarantor will be automatically released and relieved is not an Immaterial Subsidiary solely due to the operation of any obligations under its Subsidiary Guarantee.clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (ge) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests case of a Note Guarantee made by a Guarantor as a result of its Guarantee of Triggering Indebtedness pursuant to Section 4.18, the Company and is not materially disadvantageous to the holders, release of such Guarantor will be automatically released and relieved from the relevant Indebtedness (except in the case of any obligations Indebtedness under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released Credit Agreement, a release resulting from its Subsidiary Guaranteethe repayment in full of such Indebtedness). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. The Note Guarantee of a Subsidiary Guarantor will be released: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Restricted Parent or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeRestricted Parent; (b) In in connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in Subsidiary Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Restricted Parent or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Subsidiary of any obligations under its Subsidiary Guaranteethe Restricted Parent; provided[[DMS:3863145v3:05/24/2019--10:26 AM]] (c) if, in both casesthe case of a Subsidiary Guarantor, that the Net Proceeds of Restricted Parent designates such sale or other disposition are applied Subsidiary to be a Non-Guarantor Subsidiary in accordance with the applicable provisions definition of this Indenture, including without limitation Section 4.10. (c) If any “Non-Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Subsidiary”; (d) If any if that Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any from its obligations under its all Credit Agreements (other than upon the release of all Subsidiary Guarantee.Guarantors from their guarantees under all Credit Agreements in connection with the termination or discharge in full of all Credit Agreements); (e) Upon Legal Defeasance or Covenant Defeasance upon legal defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (f) upon delivery of a Covenant Termination Event Notice pursuant to a Covenant Termination Event. If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Note Guarantee (other than a Subsidiary Guarantor so released pursuant to clause (c) above in reliance upon clause (2) or clause (4) of the definition of “Non-Guarantor Subsidiary”), any of its Subsidiaries that are Subsidiary Guarantors will also be released from their Note Guarantees, if any. Notwithstanding the foregoing, the Restricted Parent shall not be released from its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will 10.05 shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in and subject to any limitations contained in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) Upon any sale sale, transfer or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuers or a Restricted Subsidiary of the CompanyIssuers, such Guarantor will be automatically released and relieved if the sale or other disposition does not violate Section 4.10 of any obligations under its Subsidiary Guaranteethis Indenture; (b) In connection with any sale sale, transfer or other disposition of all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Issuers or a Restricted SubsidiarySubsidiary of the Issuers, if after such sale, transfer or disposition, the Subsidiary Guarantor will would cease to be automatically released a Restricted Subsidiary and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with does not violate Section 4.10 of this Indenture; (c) the applicable provisions exercise by the Issuers of their Legal Defeasance option or its Covenant Defeasance option or the satisfaction and discharge of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations in each case as provided under its Subsidiary Guarantee.Article VIII; (d) If any the proper designation of such Subsidiary Guarantor is designated by the Issuers as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each the Subsidiary Guarantor will be automatically released and relieved of ceasing to guarantee any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests Debt of the Company Issuers or a Subsidiary Guarantor under, or be a borrower under, the Senior Secured Credit Facility and no Event of Default has occurred and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10continuing. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by all conditions precedent to the Company release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with the provisions of this Indenture, including without limitation Section 4.10Indenture have been satisfied, the Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged. The Trustee will shall execute any documents reasonably required requested by the Issuers in writing in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.Guarantee at the Issuer’s direction and expense. With their acquisition of the Notes, the Holders of the Notes have acknowledged that any release of a Subsidiary Guarantor in accordance with this Section 10.5 shall be deemed not to impair the Holder’s repayment rights with respect to the Notes. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases. The Note Guarantee of a Subsidiary Guarantor will be released: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Restricted Parent or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeRestricted Parent; (b) In in connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in Subsidiary Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company Restricted Parent or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Subsidiary of any obligations under its Subsidiary Guarantee; providedthe Restricted Parent; (c) if, in both casesthe case of a Subsidiary Guarantor, that the Net Proceeds of Restricted Parent designates such sale or other disposition are applied Subsidiary to be a Non-Guarantor Subsidiary in accordance with the applicable provisions definition of this Indenture, including without limitation Section 4.10. (c) If any “Non-Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Subsidiary”; (d) If any if that Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any from its obligations under its all Credit Agreements (other than upon the release of all Subsidiary Guarantee.Guarantors from their guarantees under all Credit Agreements in connection with the termination or discharge in full of all Credit Agreements); (e) Upon Legal Defeasance or Covenant Defeasance upon legal defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (f) upon delivery of a Covenant Termination Event Notice pursuant to a Covenant Termination Event. If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Note Guarantee (other than a Subsidiary Guarantor so released pursuant to clause (c) above in reliance upon clause (2) or clause (4) of the definition of “Non-Guarantor Subsidiary”), any of its Subsidiaries that are Subsidiary Guarantors will also be released from their Note Guarantees, if any. Notwithstanding the foregoing, the Restricted Parent shall not be released from its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will 10.05 shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in and subject to any limitations contained in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including other than the Parent), by way of merger merger, consolidation or consolidationotherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than the Parent), in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company Parent or a Restricted Subsidiary of the CompanyParent or the merger or consolidation of a Guarantor (other than the Parent) with or into the Company or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee;; provided that (i) such disposition and release is permitted by Section 4.15 (other than Section 4.15(d)) and (ii) immediately after giving effect to such disposition and release, the Company and the Grantors are in compliance with Section 4.15(c). (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Upon designation of any obligations under its Subsidiary Guarantee; provided, in both cases, that Guarantor (other than the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (cParent) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (ec) Upon Legal Defeasance the request of the Company, the guarantee of any Guarantor (other than the Parent) that is or Covenant Defeasance becomes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom, (ii) the Company shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary, as applicable, and (iii) immediately after giving effect to such disposition and release, the Company and the Grantors shall be in accordance compliance with Article 8 or satisfaction and discharge Section 4.15(c); provided, further that a Subsidiary that is considered not to be an Immaterial Subsidiary solely pursuant to clause (1) of the proviso of the definition thereof shall, solely for purposes of this Indenture in accordance clause (c), be considered an Immaterial Subsidiary so long as any applicable guarantee, pledge or other obligation of such Subsidiary with Article 11, each respect to any Priority Lien Debt or any Indebtedness secured by Junior Liens on the LGA/DCA Collateral shall be irrevocably released and discharged substantially simultaneously with the release of such guarantee hereunder. (d) Each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes Note Guarantee upon a Domestic Subsidiary Legal Defeasance or (b) is designated as an Excluded Subsidiary Covenant Defeasance of the Notes in accordance with this Indenture, such Guarantor will be automatically released Article 8 hereof or upon the satisfaction and relieved discharge of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeArticle 8 hereof.

Releases. (a) Upon any The Note Guarantee of a Subsidiary Guarantor shall automatically and unconditionally terminate and be released upon: (1) a sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger consolidation or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transactionmerger) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of the Subsidiary Guarantor such that Guarantorthe Subsidiary Guarantor is no longer a Restricted Subsidiary, in a transaction that does not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with violate the provisions of this Indenture, including without limitation to the extent applicable, Section 4.104.10 and Section 5.02 hereof; (2) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; (3) such Subsidiary Guarantor no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Trustee will execute Co-Issuer, the REIT or any documents reasonably required in order to evidence other Subsidiary Guarantor, provided that the foregoing provisions of this clause (3) and any release of such Subsidiary Guarantor’s Note Guarantee pursuant to this clause (3) shall not limit the obligation of such Subsidiary Guarantor to Guarantee (or of the Operating Partnership to cause such Subsidiary Guarantor to Guarantee) the Notes at any Guarantor from time thereafter pursuant to Section 4.16 hereof; or (4) Legal Defeasance or Covenant Defeasance of the Notes, in accordance with Article 8 hereof, or discharge of the Notes in accordance with Article 11 hereof. (b) If the REIT enters into a Note Guarantee, its obligations Note Guarantee shall automatically and unconditionally terminate and be released upon: (1) the REIT no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Co-Issuer or any Subsidiary Guarantor, provided that the foregoing provisions of this clause (1) and any release of the REIT’s Note Guarantee pursuant to this clause (1) shall not limit the obligation of the REIT to Guarantee the Notes at any time thereafter pursuant to Section 4.16 hereof; or (2) Legal Defeasance or Covenant Defeasance of the Notes, in accordance with Article 8 hereof, or discharge of the Notes in accordance with Article 11 hereof. (c) All of the Note Guarantees shall be automatically and unconditionally released under its Subsidiary Guaranteethe circumstances set forth in Section 4.17, subject to reinstatement of the Note Guarantees under the circumstances set forth in Section 4.17.

Releases. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale complies with Sections 3.03 and 4.04 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteethis Fifth Supplemental Indenture; (b) In in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released if the sale complies with Sections 3.03 and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions 4.04 of this Fifth Supplemental Indenture, including without limitation Section 4.10.; (c) If any Guarantor merges with and into the Company, with if the Company surviving such merger, such designates any Restricted Subsidiary that is a Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with the requirements of this Fifth Supplemental Indenture; (d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to this Indenture; or (e) at such time as 90% or more of the 3.25% Convertible Senior Debentures due 2035 are no longer outstanding, if such Guarantor will be automatically released and relieved Guarantor’s guarantee of any obligations under its Subsidiary Guarantee. (g) If it the Credit Agreement, or if the Credit Agreement is determined in good faith by the Company that a liquidationno longer outstanding, dissolution or merger out of existence of any Guarantor is in the best interests other Indebtedness of the Company Company, is fully and is not materially disadvantageous to the holdersunconditionally released, except that such Guarantor will shall subsequently be automatically released required to become a Guarantor by executing a supplemental indenture and relieved providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under its Subsidiary Guarantee. The Company will notify the Trustee Credit Agreement, or if the Credit Agreement is no longer outstanding, any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for other Indebtedness of the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeCompany.

Releases. The Note Guarantee of a Guarantor, and the obligations of such Guarantor under the applicable Collateral Documents and the Pari Passu Intercreditor Agreement (aif any), will terminate, and such Guarantor shall be 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: (1) Upon any in the case of a Subsidiary Guarantor, upon a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger or consolidation)other than, in a transaction not prohibited by Section 3.09either case, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary), whether or not such Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; providedis the surviving entity in such transaction, in both cases, that if the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation does not violate Section 4.10.; (c2) If any Guarantor merges with and into in the Companycase of a Subsidiary Guarantor, with upon the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary designation in accordance with this Indenture of such Subsidiary Guarantor as an Unrestricted Subsidiary or otherwise ceases to be the occurrence of any event after which such Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary; (including by way of liquidation or dissolution3) in a transaction permitted by this Indenturethe case of each Guarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.12; (f4) If any in the case of a Subsidiary Guarantor, upon the liquidation or dissolution of such Subsidiary Guarantor provided no Default or Event of Default has occurred that is continuing; (5) in the case of a Subsidiary Guarantor, upon such Subsidiary Guarantor consolidating with, merging into or transferring all of its properties or assets to either 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; (6) in the case of Holdings, as provided in Section 5.05(b); provided that Existing Holdings is not the surviving entity and the conditions described in Section 5.05(a) are satisfied; or (7) in the case of the General Partner, (a) no longer constitutes a Domestic Subsidiary or as provided in Section 5.04(b); provided that the Existing General Partner is not the surviving entity and the conditions described in Section 5.04(a) are satisfied; (b) is designated as provided in Section 5.04(c) upon the occurrence of an Excluded Subsidiary event described in accordance with this Indenture, clauses (x) and (y) of Section 5.04(c); or (c) at such Guarantor will time as the General Partner otherwise ceases to be automatically released and relieved of any obligations under its Subsidiary Guarantee. the General Partner; provided that (gi) If it is determined in good faith by the Company that a liquidation, dissolution successor General Partner has been elected or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous appointed pursuant to the holders, such Guarantor will be automatically released Partnership Agreement and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee(ii) conditions similar to those described in Section 5.04(a) are satisfied. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 11.04 will remain liable for the full amount of principal of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation)otherwise, or a sale or other disposition of all Equity Interests of any Guarantor, in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company or a Restricted Subsidiary of the CompanyCompany or the merger or consolidation of a Guarantor with or into a Co-Issuer or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee;; provided that such disposition and release is permitted by Section 5.06. (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Upon designation of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (ec) Upon Legal Defeasance the request of the Co-Issuers, the guarantee of any Guarantor that is or Covenant Defeasance in accordance with Article 8 becomes an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or satisfaction shall result therefrom, and discharge of this Indenture in accordance with Article 11, each (ii) the Co-Issuers shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Excluded Subsidiary. (d) Each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes Note Guarantee upon a Domestic Subsidiary Legal Defeasance or (b) is designated as an Excluded Subsidiary Covenant Defeasance of the Notes in accordance with this Indenture, such Guarantor will be automatically released Article 9 hereof or upon the satisfaction and relieved discharge of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeArticle 9 hereof.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09accordance with this Indenture, to any Person who is not (either before or after giving effect to the transaction) the Company or a any Restricted Subsidiary of the CompanySubsidiary, then such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with If any sale or other disposition of all Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Subsidiary Guarantee of the Capital Stock of that Guarantor, in a transaction not prohibited by Notes pursuant to Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary4.16, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; . provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If if any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited that is permitted by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 this Indenture to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; providedprovided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor in both casesa transaction that is permitted by this Indenture to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction that is permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If Upon the liquidation or dissolution of any Guarantor, if it is determined in good faith by the Company that a liquidation, such liquidation or dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance release complies with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged: (a) Upon any sale upon the sale, exchange, disposition or other disposition transfer (including through merger, consolidation or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor, if after such transaction the Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger if such sale, exchange, disposition, dissolution or consolidation)other transfer is made in compliance with this Indenture, in a transaction not prohibited by Section 3.09, to any Person who so long as such Subsidiary Guarantor is not (either before or after giving effect to also released from its guarantee under the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeSenior Credit Facilities; (b) In connection with any sale upon the exercise by the Issuer of its Legal Defeasance option or other disposition its Covenant Defeasance option or the satisfaction and discharge of all of the Capital Stock of that Guarantorthis Indenture, in a transaction not prohibited by Section 3.09 to any Person who is not each case as provided under Article VIII; (either before or after giving effect to c) if the transaction) the Company or a Restricted Subsidiary, Issuer designates such Subsidiary Guarantor will be automatically released and relieved of any obligations under its as an Unrestricted Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (d) If if such Subsidiary Guarantor ceases to guarantee any Debt of the Issuer or a Subsidiary Guarantor under, or be a borrower under, the Senior Credit Facilities and no Event of Default has occurred and is designated as continuing. Upon delivery to the Trustee of an Unrestricted Officer’s Certificate to the effect that all conditions precedent to the release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with this Indenture or otherwise ceases have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer in writing in order to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved evidence the release of any obligations under Subsidiary Guarantor from its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Any Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. (a) Upon Each Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor such Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidation), in otherwise) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (bii) In connection with any a sale or other disposition of all of the Capital Stock of that Guarantorsucg Guaranteeing Subsidiary, in each case, to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to such transactions) a Subsidiary of the transactionIssuer, (iii) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with of the Notes pursuant to Article 8 or satisfaction and discharge Eight of this the Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (biv) is designated as an Excluded if such Guaranteeing Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any guarantees under all Credit Facilities of the Issuer or another Guarantor not released from its obligations under its Subsidiary Guarantee (including as provided in this Section 10.04 will remain liable for the full amount a result of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Indenture, including without limitation Section 4.10Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale or other disposition complies with Sections 3.04 and 4.03 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeFirst Supplemental Indenture; (b) In in connection with any sale or other disposition of all a majority of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) a Restricted Subsidiary, if the sale complies with Sections 3.04 and 4.03 of the First Supplemental Indenture; (c) if the Company (i) designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or (ii) designates any Restricted Subsidiary that is a Guarantor to be an Excluded Subsidiary, in each case, in accordance with the Indenture; (d) if such Guarantor is or becomes a non-Wholly-Owned Subsidiary and does not then guarantee Indebtedness under the Credit Agreement, any other credit agreement, bank facility, term loan or any capital markets securities of the Company or a Restricted Subsidiary, such Guarantor; (e) if any Guarantor will be automatically released is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; (f) upon the Company’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII of the Base Indenture and relieved Article IX of any the First Supplemental Indenture or if the Company’s obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition Indenture and the Notes are applied discharged in accordance with the applicable provisions terms of this the Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests pursuant to Section 4.11 of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeFirst Supplemental Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium onpremium, if any, and interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10. Upon delivery by XI of the Company to Base Indenture and Article X of the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this First Supplemental Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) Upon any sale sale, transfer or other disposition of all or substantially all of the assets of any such Subsidiary Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved if the sale or other disposition does not violate Section 4.10 of any obligations under its Subsidiary Guaranteethis Indenture; (b) In connection with any sale sale, transfer or other disposition of all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Issuer or a Restricted SubsidiarySubsidiary of the Issuer, if after such sale, transfer or disposition, the Subsidiary Guarantor will would cease to be automatically released a Restricted Subsidiary and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with does not violate Section 4.10 of this Indenture; (c) the applicable provisions exercise by the Issuer of its Legal Defeasance option or its Covenant Defeasance option or the satisfaction and discharge of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations in each case as provided under its Subsidiary Guarantee.Article VIII; (d) If any the proper designation of such Subsidiary Guarantor is designated by the Issuer as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its such time as such Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its any (i) Debt Facility of the Issuer or any Subsidiary Guarantee Guarantor (including, without limitation, the Senior Secured Credit Agreement) and (ii) any Capital Markets Debt issued by the Issuer or any Subsidiary Guarantor, in each case, with an aggregate principal amount or commitment amount, as provided the case may be, in this Section 10.04 will remain liable for the full amount excess of principal of, premium on, if any, $75.0 million and interest on the Notes no Event of Default has occurred and for the other obligations of any Guarantor under this Indenture as provided in this Article 10is continuing. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by all conditions precedent to the Company release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with the provisions of this Indenture, including without limitation Section 4.10Indenture have been satisfied, the Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged. The Trustee will shall execute any documents reasonably required requested by the Issuer in writing in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.Guarantee at the Issuer’s direction and expense. With their acquisition of the Notes, the Holders of the Notes have acknowledged that any release of a Subsidiary Guarantor in accordance with this Section 10.5 shall be deemed not to impair the Holder’s repayment rights with respect to the Notes. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases. (a) Upon A Guarantee by any sale Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange, disposition or other disposition transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Subsidiary of Parent, or (y) all or substantially all of the assets of any Guarantor such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) and (including by way of merger ii) or consolidation), otherwise in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; compliance with this Indenture; (b) In connection with in the case of any sale Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release, discharge or other disposition of all termination of the Capital Stock guarantee by such Subsidiary Guarantor of that Guarantor, the guarantee of other Indebtedness which resulted in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds creation of such sale Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee of such other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. Indebtedness; (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved permitted designation of any obligations under its Restricted Subsidiary Guarantee. (d) If any that is a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture the provision set forth under Section 4.04 and the definition of "Unrestricted Subsidiary"; (d) the consolidation or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved merger of any obligations under Subsidiary Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its Subsidiary Guarantee. assets to the Issuer or another Guarantor; or (e) Upon Legal Defeasance the Issuer exercising its legal defeasance option or Covenant Defeasance covenant defeasance option as described under Article Eight or the Issuer's obligations under this Indenture being discharged in accordance with Article 8 or satisfaction and discharge the terms of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Indenture; and (fii) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify Issuer requests the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for to acknowledge such release, the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company Issuer delivering to the Trustee of an Officer’s 's Certificate of such Subsidiary Guarantor, Parent or the Issuer and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteetransaction have been complied with.

Releases. The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale or other disposition complies with Sections 3.03 and 4.04 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeFirst Supplemental Indenture; (b) In in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released if the sale complies with Sections 3.03 and relieved 4.04 of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this First Supplemental Indenture, including without limitation Section 4.10.; (c) If any Guarantor merges with and into the Company, with if the Company surviving such merger, such designates any Restricted Subsidiary that is a Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this the Indenture, ; (d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; or (e) if such Guarantor will be automatically released and relieved Guarantor’s guarantee of any obligations under its Subsidiary Guarantee. (g) If it the Credit Agreement, or if the Credit Agreement is determined in good faith by the Company that a liquidationno longer outstanding, dissolution or merger out of existence of any Guarantor is in the best interests other Indebtedness of the Company Company, is fully and is not materially disadvantageous to the holdersunconditionally released, except that such Guarantor will shall subsequently be automatically released required to become a Guarantor by executing a supplemental indenture and relieved providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under its Subsidiary Guarantee. The Company will notify the Trustee Credit Agreement, or if the Credit Agreement is no longer outstanding, any Guarantor is released from its Subsidiary Guaranteeother Indebtedness of the Company. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10. Upon delivery by 12 of the Company to Base Indenture and Article X of the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this First Supplemental Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to the such transaction) the Company Parent, the Issuer or a Restricted Subsidiary of Subsidiary, then the Company, such Guarantor corporation acquiring the property will be automatically released and relieved of any obligations under its Subsidiary the Note Guarantee; (b) In connection with the event of any sale or other disposition of all of the Capital Stock of any Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company Parent, the Issuer or a Restricted Subsidiary, and such Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition, then such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the release of the Guarantor’s guarantee under all applicable Triggering Indebtedness, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. Each Note Guarantee of a Guarantor (other than the Note Guarantee of the Parent) will be automatically and unconditionally released and discharged upon the Issuer or the Parent delivering to the Trustee an Officer’s Certificate of the Issuer or the Parent and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with and upon: (a) Upon any sale sale, exchange, disposition or other disposition transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (b) all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who each case if such sale, exchange, disposition or transfer is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, made in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance compliance with the applicable provisions of this Indenture; (b) the release or discharge of such other Debt or Guarantee that resulted in the creation of such Guarantee, including without limitation except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.10.4.16 hereof); (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved designation of any obligations under its Restricted Subsidiary Guarantee. (d) If any that is a Guarantor is designated as an Unrestricted Subsidiary in accordance compliance with this Indenture or otherwise ceases to be a Restricted Subsidiary the applicable provisions of the indenture; (including by way of liquidation or dissolutiond) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.becoming an Immaterial Subsidiary; (e) Upon Legal Defeasance upon the merger or Covenant Defeasance in accordance consolidation of such Guarantor with Article 8 and into the Parent, the Issuer or satisfaction and discharge another Guarantor or upon the liquidation of this Indenture in accordance with Article 11such Guarantor following the transfer of all of its assets to the Parent, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.the Issuer or another Guarantor; or (f) If any the exercise by the Issuer of its legal defeasance option or covenant defeasance option under Article 8 hereof, or the discharge of the Issuer’s obligations under Article 12 hereof. The Note Guarantee of the Parent will be automatically and unconditionally released and discharged upon: (1) the merger or consolidation of Parent with and into the Issuer or another Guarantor or upon the liquidation of Parent following the transfer of all of its assets to the Issuer or another Guarantor, in each case in compliance with the applicable provisions of this Indenture; or (a2) no longer constitutes a Domestic Subsidiary the exercise by the Issuer of its legal defeasance option or covenant defease option under Article 8 hereof, or the discharge of the Issuer’s obligations under Article 12 hereof; and (b) is designated as the Issuer or the Parent delivering to the Trustee an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests Officer’s Certificate of the Company Issuer or the Parent and is not materially disadvantageous an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the holders, such Guarantor will be automatically released transaction or release and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guaranteedischarge have been complied with. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 11.04 will remain liable for the full amount of principal of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor (with the exception of any Controlled Foreign Guarantor, who will be jointly and severally obligated only as to Obligations that are not U.S. Person Guarantee Obligations) under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. (a) Upon Any Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor such Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidation), in otherwise) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (bii) In connection with any a sale or other disposition of all of the Capital Stock of that Guarantorsuch Guaranteeing Subsidiary, in each case, to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to such transactions) a Subsidiary of the transactionIssuer, (iii) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon upon Legal Defeasance or Covenant Defeasance in accordance with of the Notes pursuant to Article 8 or satisfaction and discharge Eight of this the Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (biv) is designated as an Excluded if such Guaranteeing Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any guarantees under all Credit Facilities of the Issuer or another Guarantor not released from its obligations under its Subsidiary Guarantee (including as provided in this Section 10.04 will remain liable for the full amount a result of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Indenture, including without limitation Section 4.10Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor then the corporation acquiring the property will be automatically released and relieved of any obligations under its Subsidiary the Note Guarantee; (b) In connection with the event of any sale or other disposition of all of the Capital Stock of any Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) If such Guarantor no longer constitutes a Domestic Subsidiary. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) Upon A Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Note Guarantee and its obligations under this Indenture in the event of: (1) any sale sale, exchange or other disposition transfer, to any Person that is not a Subsidiary of an Issuer of Capital Stock held by an Issuer and its Restricted Subsidiaries in, or all or substantially all of the assets of any Guarantor of, such Restricted Subsidiary (including by way of merger which sale, exchange or consolidation), in a transaction transfer is not prohibited by Section 3.09this Indenture), to any Person who is not (either before or such that, immediately after giving effect to the such transaction) the Company or a , such Restricted Subsidiary would no longer constitute a Subsidiary of an Issuer, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (i) an Issuer or (ii) any other Guarantor (provided that the surviving entity remains a Subsidiary Guarantor), (3) if the Board of Directors of the Company, such Parent properly designates any Restricted Subsidiary that is a Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Section 4.16 hereof, (e4) Upon upon the Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture Indenture, (5) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture, or (6) the termination, release or discharge of the Guaranteed Indebtedness or the Guarantee that resulted in accordance with Article 11the creation of such Note Guarantee pursuant to Section 4.15 hereof, each Guarantor will be automatically released and relieved except a termination, discharge or release by or as a result of any obligations payment under its Subsidiary such Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded In addition, any Note Guarantee by a Subsidiary in accordance with this Indenture, such Guarantor will on the Issue Date shall be automatically and unconditionally released and relieved discharged if such Subsidiary Guarantor ceases to Guarantee obligations under the Credit Agreement or ceases to constitute a co-borrower with respect to the Credit Agreement and does not otherwise Guarantee any other Guaranteed Indebtedness. The Trustee shall execute any documents reasonably requested by the Issuers in writing, at the cost and expense of the Issuers, in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of a Subsidiary Guarantee. (g) If it is determined Guarantor’s Note Guarantee set forth in good faith by this Indenture have been satisfied; provided, however, that the Company that a liquidation, dissolution legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or merger out of existence of any Guarantor is in the best interests more Officer’s Certificates of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeIssuers. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.094.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Companyanother Guarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 4.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiaryanother Guarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both casesclauses (a) and (b), that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If Upon the release or discharge of such Guarantor from its Guarantee of Indebtedness under the Credit Agreement (including by reason of the termination of the Credit Agreement) and any other Credit Facility, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, except a release or discharge by or as a result of payment under such Note Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Credit Facility is reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.16); provided that if such Guarantor has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (d) if such Guarantor merges with and into the CompanyCompany or an Issuer, with the Company or an Issuer surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee.; (de) If any such Guarantor is designated as becomes an Unrestricted Excluded Subsidiary in accordance with the terms of this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted not prohibited by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (ef) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. The Note Guarantee of a Guarantor (other than the Note Guarantee of STBV, except pursuant to Section 5.01, Article 8 or Article 11) will be automatically released in the event that: (a) Upon any sale there is a sale, disposition or other transfer (including through merger or consolidation) of (i) all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary of STBV), or (ii) all or substantially all the assets, of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeapplicable Guarantor; (b) In connection with in the case of any sale Subsidiary which after the Issue Date is required to provide a Note Guarantee pursuant to Section 4.17, the release or other disposition discharge of the Guarantee by such entity of all Indebtedness of STBV or any Subsidiary of STBV or the Capital Stock repayment of that Guarantorall the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to provide a transaction not prohibited by Section 3.09 to any Person who is not Note Guarantee; (either before c) if the Issuer exercises its Legal Defeasance option or after giving effect to the transaction) the Company its Covenant Defeasance option as described under Article 8 or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any if its obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition this Indenture are applied discharged in accordance with the applicable provisions terms of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations Indenture as described under its Subsidiary Guarantee.Article 11; or (d) If any such Guarantor is designated also a guarantor or borrower under the Credit Agreement as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary effect on the Issue Date and, at the time of release of its Note Guarantee, (including by way of liquidation or dissolutionx) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onand all pledges and security, if any, granted in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (5), (6), (7), (8), (9), (10) and interest on (11) of Section 4.09(b) and (z) does not Guarantee any Indebtedness in excess of $50.0 million (or its foreign currency equivalent) at such time outstanding of the Notes and for Issuer or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. (a) Upon A Subsidiary Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Note Guarantee and its obligations under this Indenture in the event of: (1) any sale sale, exchange or other disposition transfer, to any Person that is not a Subsidiary of an Issuer of Capital Stock held by an Issuer and its Restricted Subsidiaries in, or all or substantially all of the assets of any Guarantor of, such Restricted Subsidiary (including by way of merger which sale, exchange or consolidation), in a transaction transfer is not prohibited by Section 3.09this Indenture), to any Person who is not (either before or such that, immediately after giving effect to the such transaction) the Company or a , such Restricted Subsidiary would no longer constitute a Subsidiary of an Issuer, (2) in connection with the merger or consolidation of a Subsidiary Guarantor with (i) an Issuer or (ii) any other Guarantor (provided that the surviving entity remains a Subsidiary Guarantor), (3) if the Board of Directors of the Company, such Parent properly designates any Restricted Subsidiary that is a Subsidiary Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Section 4.16 hereof, (e4) Upon upon the Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture Indenture, (5) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture, or (6) at such time as such Subsidiary Guarantor (i) is no longer a guarantor under the Credit Agreement or any other Indebtedness described in accordance clause (b) of Section 4.15 and (ii) is not a borrower or other obligor with Article 11respect to any Indebtedness described in clause (a) of Section 4.15. (b) The Trustee shall execute any documents reasonably requested by the Issuers in writing, each Guarantor will be automatically released at the cost and relieved expense of the Issuers, in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of a Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary Guarantor’s Note Guarantee set forth in this Indenture have been satisfied; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests more Officer’s Certificates of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeIssuers. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (including other than the Parent), by way of merger merger, consolidation or consolidationotherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than the Parent), in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company Parent or a Restricted Subsidiary of the CompanyParent or the merger or consolidation of a Guarantor (other than the Parent) with or into the Company or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee;; provided that such disposition and release is permitted by Section 4.15 (other than Section 4.15(d)). (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved Upon designation of any obligations under its Subsidiary Guarantee; provided, in both cases, that Guarantor (other than the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (cParent) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (ec) Upon Legal Defeasance the request of the Company, the guarantee of any Guarantor (other than the Parent) that is or Covenant Defeasance in accordance with Article 8 becomes an Immaterial Subsidiary, a Receivables Subsidiary or satisfaction an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and discharge be continuing or shall result therefrom, and (ii) the Company shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary, as applicable; provided, further that a Subsidiary that is considered not to be an Immaterial Subsidiary solely pursuant to clause (1) of the proviso of the definition thereof shall, solely for purposes of this Indenture in accordance clause (b), be considered an Immaterial Subsidiary so long as any applicable guarantee, pledge or other obligation of such Subsidiary with Article 11, each respect to any Pari Passu Debt or any Indebtedness secured by Junior Liens shall be irrevocably released and discharged substantially simultaneously with the release of such guarantee hereunder. (d) Each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes Note Guarantee upon a Domestic Subsidiary Legal Defeasance or (b) is designated as an Excluded Subsidiary Covenant Defeasance of the Notes in accordance with this Indenture, such Guarantor will be automatically released Article 8 hereof or upon the satisfaction and relieved discharge of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeArticle 8 hereof.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon any In the event of a sale or other disposition disposition, including by way of merger, consolidation or otherwise, of all or substantially all of the assets or all of the Capital Stock of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;, if: (b1) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.4.10 hereof; and (c2) If any Guarantor merges with and into upon such release, the Company, with the Company surviving such merger, obligations of such Guarantor will be automatically released and relieved in respect of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way and all other guarantees of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests Indebtedness of the Company and is not materially disadvantageous to the holders, such or a Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10are similarly released. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In the event the Board of Directors designates a Guarantor to be an Unrestricted Subsidiary, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, provided that such designation is conducted in accordance with the applicable provisions of the indenture. (c) Upon (i) the circumstances described in the second sentence of Section 4.18 hereof, (ii) Legal Defeasance in accordance with Article 8 hereof or (iii) satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) Upon any sale or At such time as the Payment in Full has occurred, the Collateral shall automatically be released from the Liens created hereby, and this Agreement and all obligations (other disposition of all or substantially all than those expressly stated to survive such termination) of the assets Collateral Agent, the Administrative Agent and each Grantor hereunder shall automatically terminate, all without delivery of any Guarantor (including instrument or performance of any act by way of merger or consolidation)any party, in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect and all rights to the transaction) Collateral shall automatically revert to the Company or a Restricted Subsidiary Grantors. Each of the Company, such Guarantor will be automatically released Secured Parties irrevocably authorizes the Administrative Agent and relieved of any obligations under its Subsidiary Guarantee;the Collateral Agent to: (bi) In release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (x) upon Payment in Full, (y) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition of all Disposition permitted under the Loan Documents or (z) subject to Section 10.1 of the Capital Stock Credit Agreement, if approved, authorized or ratified in writing by the Required Lenders or such other number or percentage of Lenders required hereby; (ii) without limiting the effect of the preceding clause (i), subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that Guarantor, in a transaction not prohibited is permitted by Section 3.09 to any Person who is not (either before or after giving effect to 7.2(g) of the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeCredit Agreement; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.and (ciii) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under this Agreement (x) upon Payment in Full or (y) if such Guarantor ceases to be a Wholly Owned Restricted Subsidiary as a result of a transaction permitted under and in accordance with the Loan Documents. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Grantor or any substantial part of its Subsidiary Guaranteeproperty, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the guarantee provided for in this Agreement pursuant to this Section 8.15. At the request and sole expense of the applicable Grantor, the Administrative or the Collateral Agent, as applicable, shall execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent, as applicable) and take such further actions as such Grantor may reasonably request to evidence such releases and subordinations (b) The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent, each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent or the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent or the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent or the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or the Collateral Agent at such sale or other Disposition.

Releases. Any Subsidiary Guarantee executed pursuant to Section 4.09 of the Indenture (aincluding, without limitation, any Subsidiary Guarantee of the Securities issued as of the Issue Date), shall be automatically and unconditionally released upon the release of the guarantee or the obligation that resulted in Section 4.09 of the Indenture becoming applicable (other than by reason of payment under such guarantee) Upon without any action required on the part of the Trustee or any Holder of the Securities upon such Subsidiary Guarantor ceasing to guarantee or be an obligor with respect to the Revolving Credit Facility or a guarantor or obligor under any other Credit Facility Debt or Capital Markets Debt of the Company or any of the Subsidiary Guarantors. In addition, any Subsidiary Guarantee of the Indenture shall be automatically and unconditionally released upon: (i) upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such Subsidiary Guarantor (other than to the Company or any Affiliate of the Company); or (ii) upon the sale or disposition of all or substantially all the property of such Subsidiary Guarantor (other than to any Affiliate of the assets of any Guarantor (including by way of merger or consolidationCompany other than another Subsidiary Guarantor); provided, however, that, in a transaction not prohibited by Section 3.09each case, to any Person who is not (either before or after giving effect to the such transaction) , such Subsidiary is no longer liable for any guarantee or other obligations in respect of any Credit Facility Debt or Capital Markets Debt of the Company or a Restricted any of its Subsidiaries. Any Subsidiary Guarantee also will be released if the Company exercises its legal defeasance or its covenant defeasance option as set forth in Article Eight of the Indenture, or if the Company, such Guarantor will be automatically released and relieved of any ’s obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all the Indenture are discharged as set forth in Section 8.08 of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company give prompt written notice to the Trustee of an Officerthe automatic release of any Subsidiary Guarantee pursuant to Section 10.04 of the Indenture. At the Company’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10request, the Trustee will execute and deliver any documents reasonably required in order to evidence the release of documents, instructions or instruments evidencing any Guarantor from its obligations under its Subsidiary Guaranteesuch release.

Releases. The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale or other disposition complies with Sections 3.09 and 4.08 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeIndenture; (b) In in connection with any sale or other disposition of all a majority of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) a Restricted Subsidiary, if the sale complies with Sections 3.09 and 4.08 of the Indenture; (c) if the Company (i) designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or (ii) designates any Restricted Subsidiary that is a Guarantor to be an Excluded Subsidiary, in each case, in accordance with the Indenture; (d) if such Guarantor is or becomes a non-Wholly-Owned Subsidiary and does not then guarantee Indebtedness under the Credit Agreement, any other credit agreement, bank facility, term loan or any capital markets securities of the Company or a Restricted Subsidiary, such Guarantor; (e) if any Guarantor will be automatically released and relieved is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; (f) upon the Company’s exercise of any its legal defeasance option or covenant defeasance option as described under Article 8 of the Indenture or if the Company’s obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition Indenture and the Notes are applied discharged in accordance with the applicable provisions terms of this the Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests pursuant to Section 4.15 of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeIndenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium onpremium, if any, and interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10. Upon delivery by 10 of the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged: (a) Upon any sale upon the sale, exchange, disposition or other disposition transfer (including through merger, consolidation or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor, if after such transaction the Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all of the assets of such Subsidiary Guarantor if such sale, exchange, disposition, dissolution or other transfer is made in compliance with this Indenture, so long as such Subsidiary Guarantor is also released from its guarantee under the Senior Credit Agreement and any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeother Material Debt; (b) In connection with any sale upon the exercise by the Issuer of its Legal Defeasance option or other disposition its Covenant Defeasance option or the satisfaction and discharge of all of the Capital Stock of that Guarantorthis Indenture, in a transaction not prohibited by Section 3.09 to any Person who is not each case as provided under Article VIII; (either before or after giving effect to c) if the transaction) the Company or a Restricted Subsidiary, Issuer designates such Subsidiary Guarantor will be automatically released and relieved of any obligations under its as an Unrestricted Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (d) If if such Subsidiary Guarantor ceases to guarantee any Debt of the Issuer or a Subsidiary Guarantor under, or be a borrower under, the Senior Credit Agreement and any other Material Debt and no Event of Default has occurred and is designated continuing, and if such Subsidiary Guarantor would not then otherwise be required to Guarantee the notes pursuant to the Indenture, except a release of discharge by or as a result of payment under such Guarantee under the Senior Credit Agreement or such Material Debt.. Upon delivery to the Trustee of an Unrestricted Officer’s Certificate to the effect that all conditions precedent to the release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with this Indenture or otherwise ceases have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer in writing in order to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved evidence the release of any obligations under Subsidiary Guarantor from its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Any Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. Any Guarantor will be released and relieved of any Obligations under its Note Guarantee: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.10; provided, however, that such Guarantor will be automatically is also released from its Obligations granted in connection with, the Credit Agreements, the Spinco Notes and relieved any other Indebtedness of the Company or any obligations under its Restricted Subsidiary Guaranteeof the Company; (b) In in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that if the Net Proceeds of such sale or other disposition are applied in accordance of all such Capital Stock of that Guarantor complies with the applicable provisions of this Indenture, including without limitation Section 4.10.; provided, however, that such Guarantor is released from its Obligations granted in connection with, the Credit Agreements, the Spinco Notes and any other Indebtedness of the Company or any Restricted Subsidiary; (c) If any Guarantor merges with and into upon the Company, with the Company surviving such merger, contemporaneous or substantially contemporaneous contemporaneous release or discharge of such Guarantor will be automatically released as a guarantor or borrower in respect of the Credit Agreements and relieved the Spinco Notes, except (x) a release, discharge or termination by or as a result of any obligations payment under its Subsidiary Guaranteesuch instrument or (y) to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.16. (d) If if the Company properly designates any Restricted Subsidiary that is a Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Subsidiary; (e) Upon if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Sections 8.02 or 8.03 or if its Obligations under this Indenture are discharged in accordance with Article 8 or satisfaction and discharge the terms of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Indenture; or (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, if the Guarantee by such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onGuarantor, if any, of, and interest on all pledges and security interests, if any, granted by such Guarantor in connection with, all Indebtedness of the Company or any Restricted Subsidiary the Guarantee of which by such Guarantor (or the pledge of assets by such Guarantor in connection therewith) would have required such Guarantor to Guarantee the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company pursuant to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureSection 4.09 (including, including without limitation Section 4.10limitation, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeCredit Agreements), have been released.

Releases. (a) Upon any sale or other disposition The Guarantee of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;in the event that: (ba) In connection with any sale the sale, disposition or other disposition transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of that Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary), or all or substantially all the assets, of the applicable Guarantor, if such sale, disposition or other transfer is made in a transaction not prohibited by compliance with the provisions of Section 3.09 to any Person who is not 4.10; (either before or after giving effect to the transactionb) the Company or designates any Restricted Subsidiary that is a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 and the definition of “Unrestricted Subsidiary”; (c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any Restricted Subsidiary or the repayment of all the Indebtedness or Disqualified Stock, in each case, which resulted in an obligation to guarantee the Notes; (d) if the Company exercises its legal defeasance option or its covenant defeasance option as described under Article 8 or if its obligations under this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way are discharged in accordance with the terms of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; or (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of any obligations under release of its Subsidiary Guarantee. , (gx) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is has been released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal guarantee of, premium onand all pledges and security, if any, granted in connection with the Credit Agreement, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (vii), (ix), (x) or (xv) of Section 4.09(b) and interest on (z) does not guarantee any Indebtedness of the Notes and for Company or any of the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuarantors.

Releases. (a) Upon any The Note Guarantee of a Subsidiary Guarantor shall automatically and unconditionally terminate and be released upon: (1) a sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger consolidation or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transactionmerger) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of the Subsidiary Guarantor such that Guarantorthe Subsidiary Guarantor is no longer a Restricted Subsidiary, in a transaction that does not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with violate the provisions of this Indenture, including without limitation to the extent applicable, Section 4.104.10 and Section 5.02 hereof; (2) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; (3) such Subsidiary Guarantor no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Trustee will execute Co-Issuer, the REIT or any documents reasonably required in order to evidence other Subsidiary Guarantor, provided that the foregoing provisions of this clause (3) and any release of such Subsidiary Guarantor’s Note Guarantee pursuant to this clause (3) shall not limit the obligation of such Subsidiary Guarantor to Guarantee (or of the Operating Partnership to cause such Subsidiary Guarantor to Guarantee) the Notes at any Guarantor from time thereafter pursuant to Section 4.16 hereof; or (4) Legal Defeasance or Covenant Defeasance of the Notes, in accordance with Article 8 hereof, or discharge of the Notes in accordance with Article 11 hereof. (b) If the REIT enters into a Note Guarantee, its obligations Note Guarantee shall automatically and unconditionally terminate and be released upon: (1) the REIT no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Co-Issuer or any Subsidiary Guarantor, provided that the foregoing provisions of this clause (1) and any release of the REIT’s Note Guarantee pursuant to this clause (1) shall not limit the obligation of the REIT to Guarantee the Notes at any time thereafter pursuant to Section 4.16 hereof; or (2) Legal Defeasance or Covenant Defeasance of the Notes, in accordance with Article 8 hereof, or discharge of the Notes in accordance with Article 11 hereof. (c) All of the Note Guarantees shall be automatically and unconditionally released under its Subsidiary Guaranteethe circumstances described in Section 4.17, subject to reinstatement of the Note Guarantees under the circumstances described in Section 4.17.

Releases. (a) Upon The Note Guarantee of a Guarantor will automatically and unconditionally be released and discharged: (1) with respect to the Note Guarantee of a Subsidiary Guarantor, in connection with any dissolution of a Subsidiary Guarantor or a sale, exchange, transfer, conveyance or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, amalgamation, consolidation, dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in its direct or indirect parent entity to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any if the sale or other disposition of all does not violate Section 4.10 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Capital Stock Company as a result of that the sale, exchange, transfer or other disposition.; (2) upon the release of a Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not ’s Note Guarantee of the Company’s obligations under the Credit Agreement; (either before or after giving effect to the transaction3) if the Company or designates any Restricted Subsidiary that is a Restricted Subsidiary, such Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Section 4.19; (e4) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 1111 hereof; (5) as described under Article 9; (6) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of the Indenture. (b) In connection with any release specified above, the Trustee will, at the request and expense of the Company, execute any documents reasonably necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the Company nor any Guarantor will be automatically released required to make a notation on the Note to reflect any such release, termination or discharge. Each of the releases and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will amendments set forth above shall be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith effected by the Company that a liquidation, dissolution or merger out of existence of Trustee without any Guarantor is in the best interests consent of the Company and is not materially disadvantageous to holders or any other action or consent on the holders, such Guarantor will be automatically released and relieved part of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeTrustee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon The Note Guarantee of a Guarantor will be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor (including that Guarantor, by way of merger merger, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteeif the sale or other disposition does not violate Section 4.10 hereof; (b2) In in connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in Guarantor to a transaction not prohibited by Section 3.09 to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that if the Net Proceeds of such sale or other disposition are applied does not violate Section 4.10 hereof 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 to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.; (c4) If any if the Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a borrower or guarantor under all Credit Facilities and is released or discharged from all obligations thereunder and such Guarantor is released or discharged from its Guarantee of any other Indebtedness of the Company in excess of $20.0 million in aggregate principal amount, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes; provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (including by way of liquidation or dissolutionother than a Guarantor) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.Section 4.09 hereof; or (e5) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee11 hereof. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and interest on Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) Upon any sale The Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and be of no further force or effect: (i) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantor under this Indenture and the Notes; (ii) upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of ownership interests of such Guarantor (directly or through a parent company) if after such sale, disposition or other transfer, such Guarantor is no longer a Restricted Subsidiary, or the sale, disposition or other transfer of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation)such Guarantor, in each case, if such sale, disposition or other transfer is made in a transaction manner not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary in violation of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteethis Indenture; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transactioniii) the Company or a Restricted Subsidiary, Issuer designating such Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.; (eiv) Upon upon the exercise of Legal Defeasance, Covenant Defeasance or Covenant Defeasance in accordance with Article 8 or the satisfaction and discharge of this Indenture as provided in Article 8 and Article 12; (v) as described under Article 9; (vi) with respect to an entity that is not a successor Guarantor, as a result of a transaction permitted by Section 5.01; (vii) upon the release of the Guarantor’s Guarantee under any Indebtedness that triggered such Guarantor’s obligation to Guarantee the Notes under Section 4.15; or (viii) if any Intercreditor Agreement is entered into in accordance with Article 11the provisions of this Indenture, each in accordance with an enforcement action pursuant to any such Intercreditor Agreement . (b) Upon any occurrence giving rise to a release of a Guarantee, as specified above, the Trustee, subject to receipt of an Officer’s Certificate and an Opinion of Counsel reasonably acceptable to the Trustee from the Issuer and/or Guarantor, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Neither the Issuer, the Trustee nor any Guarantor will be automatically released and relieved of required to make a notation on the Notes to reflect any obligations under its Subsidiary Guaranteesuch release, discharge or termination. (fc) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. (a) Upon In the event of (1) any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger merger, consolidation) or consolidation)(2) any sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary of the Company, such the applicable Guarantor will shall be automatically and unconditionally released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; providedprovided that in each case, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee. (d) Unless such Note Guarantee would otherwise be required under Section 4.16, upon the release or discharge of the guarantee, if any, which resulted in the creation of a Note Guarantee pursuant to the terms of Section 4.15, except a discharge or release by or as a result of payment under such guarantee, the Guarantor under such Note Guarantee shall be automatically and unconditionally released and relieved of any obligations under such Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of the Company under this Indenture as provided in this Article 10.

Releases. (a) Upon If in connection with any sale Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any Grantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by any First Lien Representative or any First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of each Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such First Lien Collateral Agent. Each Second Lien Representative and each Second Lien Collateral Agent, for itself or on behalf of any Second Lien Claimholder represented by it, shall promptly execute and deliver to the First Lien Representatives, First Lien Collateral Agents or such Grantor such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent or such Grantor may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of all or substantially all any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the assets First Lien Loan Documents and the terms of the Second Lien Debt Documents (other than in connection with an Enforcement Action or other exercise of any Guarantor (including First Lien Representative’s and/or First Lien Collateral Agent’s remedies in respect of the Collateral, which shall be governed by way of merger or consolidationSection 5.1(a)), in a transaction not prohibited any First Lien Collateral Agent, for itself or on behalf of any First Lien Claimholder represented by Section 3.09it, to releases any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of its Liens on any part of the CompanyCollateral, such Guarantor will be automatically released and relieved or any First Lien Representative, for itself or on behalf of any First Lien Claimholder represented by it, releases any Grantor from its obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all guaranty of the Capital Stock of that GuarantorFirst Lien Obligations, in a transaction not prohibited by Section 3.09 to any Person who is not (either before each case other than in connection with, or following, the Discharge of First Lien Obligations or after giving effect the occurrence and during the continuance of any Event of Default under (and as defined in) any Second Lien Debt Document, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders represented by it, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, shall promptly execute and deliver to the transaction) First Lien Representatives, the Company First Lien Collateral Agents or a Restricted Subsidiarysuch Grantor such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent or such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of Grantor may request to effectively confirm such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10release. (c) If Until the Discharge of First Lien Obligations occurs, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated First Lien Collateral Agent and any Guarantor merges with and into officer or agent of the CompanyDesignated First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Company surviving place and stead of such mergerSecond Lien Representative, such Guarantor will Second Lien Collateral Agent and such Second Lien Claimholders or in the Designated First Lien Collateral Agent’s own name, from time to time in the Designated First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be automatically released necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and relieved is irrevocable until the Discharge of First Lien Obligations. Without limiting the foregoing, the Designated First Lien Collateral Agent or any agent or designee thereof is hereby authorized to execute any documents necessary or appropriate to release the Liens of any obligations under its Subsidiary GuaranteeSecond Lien Collateral Agent on any certificate of title in accordance with this Section 5.1. (d) If Until the Discharge of First Lien Obligations occurs, to the extent that any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture First Lien Collateral Agent, any First Lien Representative or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation any First Lien Claimholder has released any Lien on Collateral or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations Grantor from its obligation under its Subsidiary Guarantee. (e) Upon Legal Defeasance guarantee and any such Liens or Covenant Defeasance in accordance with Article 8 guarantee are later reinstated or satisfaction and discharge of this Indenture in accordance with Article 11obtains any new Liens or additional guarantees, then each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this IndentureSecond Lien Collateral Agent, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes itself and for the other Second Lien Claimholders represented by it, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Second Lien Declined Lien with respect to the Second Lien Debt represented by such Second Lien Collateral Agent or secures First Lien Obligations consisting of reimbursement obligations in respect of any Guarantor under this Indenture as letters of credit to the extent provided in Section 2.3), subject to this Article 10. Upon delivery Agreement, and each Second Lien Representative, for itself and for the Second Lien Claimholders represented by it, shall be granted an additional guarantee, as the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteecase may be.

Releases. (a) Upon In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition (including by way of merger or consolidation)liquidation permitted hereunder) of all of the Capital Stock of any Guarantor, in each case to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the transactionsuch transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary GuaranteeGuaranty; provided, in both cases, provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.104.10 hereof, the Trustee will execute any documents reasonably required in order to acknowledge evidence the release of any Guarantor from its obligations under its Guaranty. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary Guaranteein accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guaranty. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Guaranty. Any Guarantor not released from its obligations under its Guaranty as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, and duration fees on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

Releases. The Guarantees of Inmarsat Group Limited and of Inmarsat Investments Limited will be released upon the full and final payment and performance of all Obligations under this Indenture and the Notes. The Subsidiary Guarantee of a Subsidiary Guarantor (aother than Inmarsat Investments Limited) Upon shall be released: (1) if the Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.20; (2) upon Legal Defeasance or satisfaction and discharge of the Notes under Section 12.01; (3) subject to Article 5, if (A) all shares of the relevant Subsidiary Guarantor (or any direct or indirect Holding Company) are sold or otherwise disposed of to a Person that is not an Affiliate of Inmarsat Group Limited, (B) such sale or other disposition of all or substantially all of referred to in clause (A) complies with, and the assets of any Guarantor Net Proceeds thereof are applied in compliance with, Section 4.10 and (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, C) immediately prior to any Person who is not (either before or and after giving effect to that transaction, no Default or Event of Default exists; (4) if all shares of the transactionrelevant Subsidiary Guarantor (or any direct or indirect Holding Company) are sold by the Senior Finance Parties (or their agent) pursuant to an Enforcement Action under the Senior Security Documents and: (a) the Company proceeds of such sale are in cash (or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteesubstantially all cash); (b) In connection all claims and security interests of the Senior Finance Parties against the relevant Subsidiary Guarantor are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any Affiliate (as defined in the Original Intercreditor Agreement) thereof) concurrently with any such sale); and (c) the sale is either made pursuant to a public auction or other disposition of is otherwise made for fair market value (taking into account the circumstances giving rise to the sale) as certified by an independent internationally recognized investment bank; (5) if all of the Capital Stock shares of that the relevant Subsidiary Guarantor (or any Holding Company of such Subsidiary Guarantor) are sold by an administrator (appointed under the UK Insolvency Act 1986) by any Senior Finance Party and: (a) the administrator is appointed to an entity in relation to which the Holders of the Notes are creditors in respect of the Notes or a guarantee thereof; (b) the administrator is an insolvency practitioner and a partner of Messrs. Ernst & Young, PricewaterhouseCoopers, Deloitte & Touche or KPMG, whose appointment the trustee has not objected to, acting reasonably, under the provisions of the UK Insolvency Xxx 0000 relating to the selection of a person or persons to be an/the administrator; (c) the shares of the relevant Subsidiary Guarantor or Holding Company are sold pursuant to an auction or competitive bid process during which bids were widely solicited from trade and financial buyers and during which the administrator consulted with an internationally recognized investment bank in good faith regarding the manner in which to obtain the best price for such shares, considered the recommendations of such investment bank and (where the administrator considers it appropriate in good faith) implemented the applicable recommendations; (d) the proceeds are in cash (or substantially all in cash); and (e) the claims and security interests of the Senior Finance Parties against the relevant Subsidiary Guarantor and its Subsidiaries are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any Affiliate (as defined in the Original Intercreditor Agreement) thereof) concurrently with such sale; and, in a transaction not prohibited by Section 3.09 to any Person who is not the case of clauses (either before or after giving effect to 3), (4) and (5) above, the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such net sale or other disposition proceeds thereof are applied in accordance with the applicable Intercreditor Agreement, provided, that, in the case of clauses (3), (4) and (5) above, any Guarantee of the Notes by a Subsidiary Guarantor that has been sold and by any Subsidiary of such Subsidiary Guarantor shall be released concurrently with (but not prior to) the Trustee receiving written confirmation from the Security Trustee that the provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor clauses have been or will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary Guaranteecomplied with. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.

Releases. In the event (a1) Upon any sale or other disposition of all or substantially all of the assets or Capital Interests of any a Guarantor (including are sold or otherwise transferred, by way of merger merger, consolidation or consolidation), in a transaction not prohibited by Section 3.09otherwise, to any a Person who that is not (either before or after giving effect to the transaction) an Affiliate of the Company or in compliance with the terms of this Indenture; (2) of a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; (b) In connection with any sale or other transfer or disposition of all of the Capital Stock of that Guarantor, Interests in a transaction not prohibited by Section 3.09 any Guarantor to any Person who that is not an Affiliate of the Company in compliance with the terms of this Indenture; or (either before 3) that a Guarantor shall no longer guarantee (other than by virtue of its Note Guarantee) any Debt under the Credit Agreement, or after giving effect to the transaction) any other Debt for borrowed money of the Company or a any of its Restricted Subsidiary, such Guarantor will be automatically released and relieved Subsidiaries of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds at least $50.0 million or (4) of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 defeasance or satisfaction and discharge of this Indenture pursuant to Article VIII herein, then such Guarantor (or, in accordance with Article 11the case of clause (4), each Guarantor will Guarantor) shall be deemed automatically and unconditionally released and relieved discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and the Trustee, without any further action on the part of the Trustee or any Holder; provided that in the case of clauses (i) and (ii) above the Company delivers an Officers’ Certificate to the Trustee certifying that the net cash proceeds of such sale or other disposition will be applied in accordance with Section 4.10; and provided further, that in the case of clause (iii) above, in the event any such released Guarantor shall thereafter Guarantee any Debt of the Company or a Restricted Subsidiary Guarantee. under the Credit Agreement or any other Debt for borrowed money of the Company or any of its Restricted Subsidiaries of at least $50.0 million (for if any released Guarantee (the release of which is a permitted release under clause (iii) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (babove) is designated as an Excluded Subsidiary reinstated or renewed), then such released Guarantor shall guarantee the Notes on the terms and conditions set forth in this Indenture, subject to future release in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is released from its Subsidiary GuaranteeSection 10.6. Any Guarantor not released from its obligations under its Subsidiary this Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.X.

Releases. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) Upon in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor (including by way of merger or consolidation), in ) to a transaction not prohibited by Section 3.09, to any Person who that is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary Subsidiary, if the sale complies with Sections 3.03 and 4.04 of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guaranteethis Fourth Supplemental Indenture; (b) In in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the such transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released if the sale complies with Sections 3.03 and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions 4.04 of this Fourth Supplemental Indenture, including without limitation Section 4.10.; (c) If any Guarantor merges with and into the Company, with if the Company surviving such merger, such designates any Restricted Subsidiary that is a Guarantor will to be automatically released and relieved of any obligations under its Subsidiary Guarantee. (d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with the requirements of this Fourth Supplemental Indenture; (d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to this Indenture; or (e) at such time as 90% or more of the 3.25% Convertible Senior Debentures due 2035 are no longer outstanding, if such Guarantor will be automatically released and relieved Guarantor’s guarantee of any obligations under its Subsidiary Guarantee. (g) If it the Credit Agreement, or if the Credit Agreement is determined in good faith by the Company that a liquidationno longer outstanding, dissolution or merger out of existence of any Guarantor is in the best interests other Indebtedness of the Company Company, is fully and is not materially disadvantageous to the holdersunconditionally released, except that such Guarantor will shall subsequently be automatically released required to become a Guarantor by executing a supplemental indenture and relieved providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under its Subsidiary Guarantee. The Company will notify the Trustee Credit Agreement, or if the Credit Agreement is no longer outstanding, any Guarantor is released from its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for other Indebtedness of the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeCompany.

Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any that Subsidiary Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.094.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted another Subsidiary of the CompanyGuarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; (b) In connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor, in a transaction not prohibited by Section 3.09 4.10, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiaryanother Subsidiary Guarantor, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee; provided, in both casesclauses (a) and (b), that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10. (c) If Upon the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness under the Credit Agreement (including by reason of the termination of the Credit Agreement) and any other Credit Facility, including the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Notes, except a release or discharge by or as a result of payment under such Note Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Credit Facility is reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.16); provided that if such Subsidiary Guarantor has incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 4.09, such Subsidiary Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 4.09, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (d) if such Subsidiary Guarantor merges with and into the CompanyCompany or an Issuer, with the Company or an Issuer surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee.; (de) If any such Subsidiary Guarantor is designated as becomes an Unrestricted Excluded Subsidiary in accordance with the terms of this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted not prohibited by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (ef) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. (f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. (g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Subsidiary Guarantor is in the best interests of the Company and is not materially disadvantageous to the holdersHolders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee. The Note Guarantee of the Company will be automatically released, in connection with any transaction resulting in the creation of a Parent Entity, upon the release or discharge of the Company from its Guarantee of Indebtedness under the Credit Agreement (including by reason of the termination of the Credit Agreement) and any other Credit Facility (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness under the Credit Agreement or any other Credit Facility is reinstated, such Note Guarantee shall also be reinstated to the extent that the Company would then be required to provide a Note Guarantee pursuant to Section 4.16); provided, for the avoidance of doubt, that any such Parent Entity will become a Guarantor with respect to the Notes and under this Indenture by executing and delivering to the Trustee a supplemental indenture (in form and substance reasonably satisfactory to the Trustee). The Issuers will notify the Trustee if any Guarantor is released from its Subsidiary Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. Upon delivery by the Company Issuers to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.