Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) the sale no Default or disposition Event of the Capital Stock Default shall then be in existence or would occur as a result of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or such release; (ii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Trust and/or the Borrower has disposed of or dissolution simultaneously with such release will dispose of any its entire interest in such Guarantor (other than or that all of the Company) assets of such Guarantor will be disposed of in accordance compliance with the terms of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedAgreement, and if such transaction involves the disposition by such Guarantor shall of all of its assets, the net cash proceeds from such disposition are being distributed to the Trust and/or the Borrower in connection with such disposition, (B) such Guarantor will be deemed released from all Obligations the borrower with respect to Secured Indebtedness permitted under this Indenture and the Securities without any further action required Agreement, which Indebtedness will be secured by a Lien on the part assets of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under (C) the Trust and/or the Borrower has contributed or simultaneously with such release will contribute its Guarantee as provided entire direct or indirect interest in this Article 10. Concurrently with the defeasance such Guarantor to an Unconsolidated Affiliate or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will also be released from contributing all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain its assets to an Unconsolidated Affiliate or a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor Wholly Owned Subsidiary in compliance with the terms of this Agreement. Delivery by the Securities on Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the proposed release giving of such Guarantor’s Guaranteerequest and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, (y) if the Company designates such Guarantor foregoing provisions shall not apply to the Trust, which may only be an Unrestricted Subsidiary in accordance with Section 4.03 released upon the written approval of Agent and all of the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofBanks.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition of the Capital Stock of such Guarantor is not otherwise required to be a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than party to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; and (iv) such Guarantor does not guaranty any existing Unsecured Debt of the Borrower or dissolution any other Obligor in excess of $35,000,000. Delivery by the Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the release of such Guarantor’s Guaranteethe Guarantor from the Guaranty and, (y) if applicable, the Company designates removal of the assets of such Guarantor to be an Unrestricted Subsidiary in accordance from the calculation of Unencumbered Asset Value, which Compliance Certificate shall show continued compliance with Section 4.03 and each of the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described covenants contained in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof9.1.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition of the Capital Stock of such Guarantor is not otherwise required to be a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than party to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; and (iv) such Guarantor does not guaranty the Borrower’s Senior Notes due 2018 or dissolution any other existing Unsecured Debt of the Borrower or any other Obligor in excess of $35,000,000. Delivery by the Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the release of such Guarantor’s Guaranteethe Guarantor from the Guaranty and, (y) if applicable, the Company designates removal of the assets of such Guarantor to be an Unrestricted Subsidiary from the calculation of Unencumbered Asset Value, which Compliance Certificate shall show continued compliance with each of the covenants contained in accordance with Section 4.03 Sections 9.1 through 9.3, 9.6 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof9.14.

Release of a Guarantor. (a) Upon (i) the sale or disposition release by the lenders under the Senior Credit Facility and related documents of the Capital Stock all guarantees of a Guarantor and all Liens on the property and assets of such Guarantor relating to such Indebtedness, (other than ii) the Company) by the Company in compliance with Section 4.16 or the consolidation or merger unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.17, (iii) any sale or into other disposition (by merger or otherwise) to any Person in compliance with Article 5, in each case, (A) other than to the Company or which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (Bb) in a transaction following which such assumption, guarantee or other liability of such Guarantor has been released by the applicable Guarantor is no longer a Restricted Subsidiary holders of the other Indebtedness of the Company so guaranteed, (iv) the Legal Defeasance of the Notes as described under Section 8.2, or (iiv) a Guarantor being designated as an Unrestricted Subsidiary as described under the liquidation or dissolution definition of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and “Unrestricted Subsidiary,” such Guarantor shall be deemed released from all Obligations obligations under this Indenture and the Securities Article XI without any further action required on the part of the Trustee or any Holder; provided that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of 100 assets or other security interests which secure, such Indebtedness of the Company shall also terminate upon such release, sale or transfer. The Trustee shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.4. Any Guarantor not so released or remains liable for the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee full amount of principal of and interest on the Notes as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofXI.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12; (ii) no Default or disposition Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a Guarantor release and (other than iv) Borrower shall deliver to the Company) by Agent evidence reasonably satisfactory to the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Agent either that (A) other than the Guarantor has ceased to the Company qualify as a Material Subsidiary or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) qualifies as an Excluded Subsidiary. Delivery by the liquidation or dissolution Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of such Guarantor’s Guarantee, (y) if the Company designates Guarantor from the Guaranty and the removal of the assets of such Guarantor to be an Unrestricted Subsidiary from the calculation of Unencumbered Asset Value, as appropriate, which Compliance Certificate shall show continued compliance with each of the covenants contained in accordance with Section 4.03 Sections 9.1 through 9.3, 9.6 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof9.14.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect to the Notes, and will cease to be a Guarantor with respect to the Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s Guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than upon the release or discharge of the Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (c) in connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the Base Indenture as to the Company Notes or a Restricted Subsidiary satisfaction and discharge of the Company Notes pursuant to Article IV of the Base Indenture and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of any the Subsidiary Guarantor. In the event the Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantee and will cease to be the Securities Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or Upon delivery by the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Company to the defeasance or satisfaction Trustee of an Officers’ Certificate and discharge an Opinion of Counsel to the effect that any of the Securities under Article 8 hereofconditions described above has occurred, the Guarantors Trustee shall be released execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of the Subsidiary Guarantor from all of their its obligations under this Indenture the Subsidiary Guarantee and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and as to the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofNotes.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12; (ii) no Default or disposition Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a Guarantor release and (other than iv) Borrower shall deliver to the Company) by Agent evidence reasonably satisfactory to the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Agent either that (A) other than the Guarantor has ceased to the Company qualify as a Material Subsidiary or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) qualifies as an Excluded Subsidiary. Delivery by the liquidation or dissolution Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of such Guarantor’s Guarantee, (y) if the Company designates Guarantor from the Guaranty and the removal of the assets of such Guarantor to be an Unrestricted Subsidiary from the calculation of Unencumbered Asset Value, as appropriate, which Compliance Certificate shall show continued compliance with each of the covenants contained in accordance with Section 4.03 Sections 9.1 through 9.3, 9.6 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof9.14.

Release of a Guarantor. Without the consent of the Trustee or the Holders, any Guarantor that is a subsidiary of the Parent (a) Upon a “Subsidiary Guarantor”), other than BATIF and BATNF, will automatically and unconditionally be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (i) its guarantee of all then outstanding notes issued under the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor EMTN Programme is no longer a Restricted Subsidiary released; or (ii) at substantially the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s same time its Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereofNotes is terminated, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Subsidiary Guarantor is released from all obligations in respect of indebtedness for borrowed money for which such Subsidiary Guarantor is an obligor (as a guarantor or borrower). For purposes of this Section 9.07, the amount of a Subsidiary Guarantor’s indebtedness for borrowed money shall not include (a) the Notes issued pursuant to this Indenture; (b) any and all guarantees other debt the terms of Indebtedness which permit the termination of such Subsidiary Guarantor’s guarantee of such debt under similar circumstances, as long as such Subsidiary Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the Issuer and Notes; (c) any debt that is being refinanced at substantially the Company same time that the guarantee of the Notes is being released; provided that any obligations of the relevant Subsidiary Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the relevant Subsidiary Guarantor’s indebtedness for borrowed money; and (2d) if for the avoidance of doubt, any debt in respect of which such Subsidiary Guarantor will remain is an obligor (as a Subsidiary guarantor or borrower) (A) between or among the Parent and any subsidiary or subsidiaries thereof; or (B) between or among any subsidiaries of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofParent.

Release of a Guarantor. The Borrowers may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms of the Guaranty), a Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12 or disposition Section 9.1(i); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12 or Section 9.1; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a release; (iv) Borrowers shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Gables Group has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor (other than or that all of the Company) by the Company assets of such Guarantor will be disposed of in compliance with Section 4.16 the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the applicable members of the Gables Group in connection with such disposition, (B) such Guarantor will be the borrower with respect to Secured Indebtedness permitted under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the consolidation Gables Group has contributed or merger simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Guarantor with or into any Person Subsidiary which is not a Wholly Owned Subsidiary in compliance with Article 5, in each case, (A) other than the terms of this Agreement. Delivery by the Borrowers to the Company or Agent of any such request for a Restricted Subsidiary release shall constitute a representation by the Borrowers that the matters set forth in the preceding sentence (both as of the Company date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to GBP or General Partner, which may only be released upon the written approval of Agent and all of the Lenders. (Bc) Borrowers may request in writing that the Agent release, and upon receipt of such request, the Agent shall release, Gables-TN from this Agreement and the other Loan Documents so long as: (i) no Default or Event of Default shall then be in existence or would occur as a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or result of such release; (ii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release, (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Gables Group has disposed of or dissolution simultaneously with such release will dispose of any Guarantor (other than its entire direct or indirect interest in Gables-TN or that Gables-TN has disposed of or simultaneously with such release will dispose of all of its assets in compliance with the Company) in accordance with terms of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture Agreement and the Securities without any further action required on net cash proceeds from such disposition are being distribution to the part applicable members of the Trustee Gables Group in connection with such disposition, or any Holder. Any Guarantor not so released (B) the Gables Group has contributed or the entity surviving simultaneously with such Guarantor, as applicable, shall remain release will contribute its entire direct or be liable under its Guarantee as provided indirect interest in this Article 10. Concurrently with the defeasance Gables-TN to an Unconsolidated Affiliate or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor Wholly Owned Subsidiary or that Gables-TN will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the Securities on terms of this Agreement. From and after any such release, Parent shall be the sole Borrower under this Agreement. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrowers that the matters set forth in the preceding sentence (both as of the date of the proposed release giving of such Guarantor’s Guarantee, (yrequest and as of the date of the effectiveness of such request) if the Company designates are true and correct with respect of such Guarantor to be an Unrestricted Subsidiary in accordance with request. Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.7.13

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 11 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 1011. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this 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 that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of that Guarantor, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight hereof or (iv) if that Guarantor is released from its guarantee under all Credit Facilities of the Issuer or another Guarantor (other than the Company) including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of this Indenture with respect to the release of such Guarantor have been satisfied, the Trustee will execute any documents reasonably required in compliance with Section 4.16 order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee 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 Ten. Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into any Person an Issuer (in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and case such Guarantor shall no longer be deemed released from all Obligations under this Indenture and the Securities without a Guarantor) or another Guarantor or shall prevent any further action required on the part sale or conveyance of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge property of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such as an entirety or substantially as an entirety to an Issuer or another Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this Indenture and the Notes, (i) in the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of that Guarantor, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight hereof or (iv) if that Guarantor is released from its guarantee under all Credit Facilities of the Issuer and the Guarantors (other than the Company) including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of this Indenture with respect to the release of such Guarantor have been satisfied, the Trustee will execute any documents reasonably required in compliance with Section 4.16 order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee 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 Ten. Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into any Person an Issuer (in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and case such Guarantor shall no longer be deemed released from all Obligations under this Indenture and the Securities without a Guarantor) or another Guarantor or shall prevent any further action required on the part sale or conveyance of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge property of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such as an entirety or substantially as an entirety to an Issuer or another Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect to a Series of Notes, and will cease to be a Guarantor with respect to such Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s Guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than to upon the Company release or a Restricted Subsidiary discharge of the Company and Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (Bc) in a transaction following which connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the applicable Guarantor is no longer a Restricted Subsidiary Base Indenture as to such Series or satisfaction and discharge of such Series of Notes pursuant to Article IV of the Base Indenture and Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing as to such Series, upon the liquidation or dissolution of the Subsidiary Guarantor. In the event the Subsidiary Guarantor as to any Series is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantee as to the Notes of such Series and will cease to be the Securities Subsidiary Guarantor as to the Notes of such Series, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or Upon delivery by the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Company to the defeasance or satisfaction Trustee of an Officers’ Certificate and discharge an Opinion of Counsel to the effect that any of the Securities under Article 8 hereofconditions described above has occurred, the Guarantors Trustee shall be released execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of the Subsidiary Guarantor as to any Series from all of their its obligations under this Indenture the Subsidiary Guarantee and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and as to the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release Notes of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofSeries.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which all liability of such Guarantor with respect to Indebtedness of the applicable Guarantor is no longer a Restricted Subsidiary Issuer and the Company shall have been released by the holders of such Indebtedness or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 11 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 1011. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor (1) is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. Without the consent of the Trustee or the Holders, any Guarantor that is a subsidiary of the Parent (a) Upon a “Subsidiary Guarantor”), other than BATCAP and BATNF, will automatically and unconditionally be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (i) its guarantee of all then outstanding notes issued under the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor EMTN Programme is no longer a Restricted Subsidiary released; or (ii) at substantially the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s same time its Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereofNotes is terminated, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Subsidiary Guarantor is released from all obligations in respect of indebtedness for borrowed money for which such Subsidiary Guarantor is an obligor (as a guarantor or borrower). For purposes of this Section 9.07, the amount of a Subsidiary Guarantor’s indebtedness for borrowed money shall not include (a) the Notes issued pursuant to this Indenture; (b) any and all guarantees other debt the terms of Indebtedness which permit the termination of such Subsidiary Guarantor’s guarantee of such debt under similar circumstances, as long as such Subsidiary Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the Issuer and Notes; (c) any debt that is being refinanced at substantially the Company same time that the guarantee of the Notes is being released; provided that any obligations of the relevant Subsidiary Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the relevant Subsidiary Guarantor’s indebtedness for borrowed money; and (2d) if for the avoidance of doubt, any debt in respect of which such Subsidiary Guarantor will remain is an obligor (as a Subsidiary guarantor or borrower) (A) between or among the Parent and any subsidiary or subsidiaries thereof; or (B) between or among any subsidiaries of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofParent.

Release of a Guarantor. (a) Upon (i) the sale any sale, exchange or disposition transfer (including, without limitation, by way of merger or consolidation), to any Person not an Affiliate of the Company, of all of the Company's Capital Stock of a Guarantor (other than in, or all or substantially all the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into assets of, any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company that is a Guarantor, which transaction is in compliance with the terms of this Indenture (including, but not limited to, Article Eight and (BSection 10.16 under this Indenture) in a transaction following which the applicable Guarantor is no longer a and so long as such Restricted Subsidiary has been or simultaneous with its release under the Guarantee will be unconditionally released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries or (ii) with respect to any Guarantees created after the liquidation or dissolution date of this Indenture pursuant to Section 10.22, the release by the holders of the Other Guaranteed Indebtedness of the Company of their guarantee by such Restricted Subsidiary (including any Guarantor (other than the Companydeemed release upon payment in full of all obligations under such Indebtedness) in accordance with this Indenturethe terms of Section 10.22, at a time when (A) no other Indebtedness of the Company has been guaranteed by such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedRestricted Subsidiary, and or (B) the holders of all such Other Guaranteed Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), in either case, such Guarantor shall be deemed automatically and unconditionally released and discharged from all Obligations obligations under this Indenture and the Securities Article Twelve without any further action required on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section. Any Guarantor not so released or will remain liable for the entity surviving such Guarantorfull amount of principal of, as applicablepremium, shall remain or be liable under its Guarantee if any, and interest on the Notes as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofTwelve.

Release of a Guarantor. (a) Upon Any Guarantor shall be released and relieved of any obligations under its Note Guarantee hereunder, (i) the in connection with any sale or disposition of all of the Capital Stock of a such Guarantor (other than the Companyincluding by way of merger or consolidation) by the Company in compliance with Section 4.16 to a Person that is not (either before or the consolidation or merger of after giving effect to such transaction) a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which Company, if the applicable Guarantor is no longer a Restricted Subsidiary or sale complies with Section 4.10 hereof; (ii) if the liquidation or dissolution of Company designates any Restricted Subsidiary that is a Guarantor (other than the Company) as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee ; (iii) upon Legal Defeasance or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance Covenant Defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations Notes as permitted under this Indenture and Indenture; (iv) upon the Securities. In addition, release or termination (other than a termination or release resulting from the payment thereon) of such Guarantor’s Guarantee will also be released and such Guarantor will also be released from of (a) all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and Company or any Guarantor under any Credit Facility (other than any Credit Facility relating to any Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities) and (2b) if such all Indebtedness of the Company or any Guarantor will remain evidenced by bonds, notes or other debt securities in an aggregate principal amount of $100.0 million or more; or (v) upon the applicable Guarantor ceasing to be a Subsidiary of the Company, it has no Company as a result of any foreclosure of any pledge or security interest securing the Notes or other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor exercise of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary remedies in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged respect thereof in accordance with the terms hereofFirst Lien Intercreditor Agreement, in which case such Guarantor or the entity acquiring the property (in the event of a sale or other disposition of all of the assets of the Guarantor) will be released and relieved of any obligations under its Note Guarantee, except in the event of a sale or other disposition to the Company or any other Guarantor.

Release of a Guarantor. (a) Upon So long as no Event of Default shall have occurred and be continuing, upon (i) (A) the sale or disposition (whether by merger, stock purchase, asset or sale or otherwise) of a Guarantor (or all or substantially all of the assets of any such Guarantor or all of the Capital Stock of any such Guarantor) to an entity which is not a Guarantor (other than the Company) by Subsidiary of the Company in compliance with Section 4.16 or (B) such Guarantor ceases to be a Restricted Subsidiary, and the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5satisfaction, in each case, (A) other than to the Company or a Restricted Subsidiary extent applicable, of the Company and (B) in a transaction following which provisions of Section 4.16 that are required to be satisfied thereunder either prior to or concurrent with the consummation of the applicable Guarantor is no longer a Restricted Subsidiary or transaction; (ii) the liquidation or dissolution designation by the Company of any such Guarantor (other than the Company) as an Unrestricted Subsidiary in accordance with this Indenturethe provisions of Section 4.10 above; (iii) upon satisfaction and discharge of the Indenture or payment in full of the principal of, premium, if any, accrued and unpaid interest, if any, on the Notes and all other Obligations that are then due and payable, such Guarantor’s Guarantor or the U.S. Issuer with respect to the Company Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all its obligations under its Guarantee of the Notes and the Indenture or the Company Guarantee, as applicable, or (iv) in the case of any Foreign Guarantor or the U.S. Issuer with respect to the Company Guarantee, upon payment in full of the principal of, premium, if any, accrued and unpaid interest, if any, on the Dutch Notes and all other Obligations of the Dutch Issuer that are then due and payable, such Foreign Guarantor or the U.S. Issuer, as the case may be, shall be deemed released from all its Obligations under this Indenture its Foreign Guarantee of the Dutch Notes and the Securities without Indenture or the Company Guarantee, as applicable. Upon the release of any further action required on Guarantor or the part U.S. Issuer, as the case may be, from its Guarantee or the Company Guarantee, as applicable, pursuant to the provisions of the Trustee or any Holder. Any Indenture, each other Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee for the full amount of principal of, premium, if any, and interest, if any, on, the Notes as and to the extent provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofIndenture.

Release of a Guarantor. (a) Upon (i) If no Default exists or would exist under this Indenture, upon the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company, in a transaction or series of related transactions that either (i) by does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Company Net Cash Proceeds of which are applied in compliance accordance with Section 4.16 4.15, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5Five of the Original Indenture (it being understood that, for these purposes only, the Original Indenture is deemed to be in full force and effect without giving effect to this Amended and Restated Indenture) (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, or if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor’s Guarantee pursuant to this Article 10 shall will be automatically discharged and released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed automatically discharged and released from all Obligations obligations under this Indenture and the Securities Article Eleven without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10Eleven. Concurrently with The Trustee shall deliver an appropriate instrument evidencing the defeasance release of a Guarantor upon receipt of a request by the Company or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Indenture and Section 11.04; provided, however, that the Securities (x)(1) if legal counsel delivering such Guarantor is released from any and all guarantees Opinion of Indebtedness Counsel may rely as to matters of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary fact on one or more Officers Certificates of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred . The Trustee shall execute any documents reasonably requested by a Restricted Subsidiary that is not the Company or a Guarantor of in order to evidence the Securities on the date of the proposed release of such Guarantor’s GuaranteeGuarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Eleven. Except as set forth in Article Four and this Section 11.04, (y) if nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company designates such 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 be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” Company or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofanother Guarantor.

Release of a Guarantor. (a) Upon The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12; (ii) no Default or disposition Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a Guarantor release; and (other than iv) Borrower shall deliver to the Company) by Agent evidence reasonably satisfactory to the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Agent either that (A) other than the Guarantor has ceased to the Company qualify as a Material Subsidiary or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) qualifies as an Excluded Subsidiary. Delivery by the liquidation or dissolution Borrower to the Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of such Guarantor’s Guarantee, (y) if the Company designates Guarantor from the Guaranty and the removal of the assets of such Guarantor to be an Unrestricted Subsidiary from the calculation of Borrowing Base Value, as appropriate, which Compliance Certificate shall show continued compliance with each of the covenants contained in accordance with Section 4.03 Sections 9.1 through 9.3, 9.5 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof9.13.

Release of a Guarantor. A Guarantee by a Guarantor of the Notes shall be automatically and unconditionally released and discharged upon: (1) (a) Upon (i) the sale or disposition of the Capital Stock of a such Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than ceasing to the Company or constitute a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance compliance with this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Guarantor (including by way of merger or consolidation) or the designation of such Guarantor as an Unrestricted Subsidiary, or (b) the sale or disposition in compliance with this Indenture of all or substantially all of the assets of such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and ; (2) if such Guarantor will remain ceasing to be a Subsidiary guarantor under the U.S. Credit Facilities, except a discharge or release by or as a result of payment under such guarantee; (3) the exercise of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance legal defeasance option or Covenant Defeasance the covenant defeasance option as described in under Section 8.02 or if the Issuer’s obligations of the Company under this Indenture are otherwise discharged in accordance with the terms hereofof this Indenture; or (4) a release in accordance with Article 9. Once released, the Company shall not be required to cause the reinstatement of any Guarantee of the Notes even if one or more of the conditions required for the release is not satisfied in the future, subject to the requirements of the covenant described under Section 4.15. A Guarantee by a Guarantor of the Notes may be modified or terminated with the consent of Holders of a majority in principal amount of the Notes in accordance with Article 9. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in Section 5.01 of this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04. Section 10.05.

Release of a Guarantor. (a) Upon The Borrower may request in writing, in the form attached hereto as Exhibit P, that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) the sale or disposition as of the Capital Stock effective date of such release, such Guarantor shall not own any Borrowing Base Property; (ii) no Default shall then be in existence or would occur as a Guarantor result of such release, including, without limitation, a Default resulting from a violation of any of the covenants contained in Section 9.1 or noncompliance with the requirements of Section 2.13; (other than iii) the CompanyAdministrative Agent shall have received such written request at least ten (10) by Business Days prior to the Company in compliance with Section 4.16 or requested date of release; and (iv) Borrower shall deliver to the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, Administrative Agent evidence reasonably satisfactory to the Administrative Agent that (A) other than to the Company Guarantor has ceased to, or upon release will cease to, qualify as a Restricted Subsidiary of the Company and Material Subsidiary, (B) in a transaction following which the applicable Guarantor is no longer a Restricted qualifies, or upon release will qualify, as an Excluded Subsidiary or (iiC) the liquidation Guarantor owns one or dissolution of any Guarantor (more Properties, other than Borrowing Base Properties, that are intended to support additional Indebtedness of the Company) in accordance with this IndentureBorrower, to be guaranteed by such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released Indebtedness and such Guarantor will also be released from all Obligations under guaranty are otherwise permitted by this Indenture and Agreement. Delivery by the Securities Borrower to the Administrative Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (x)(1) if such Guarantor is released from any and all guarantees both as of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of the Administrative Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor that then owns a Borrowing Base Property from its Guaranty, the Borrower shall deliver to the Administrative Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of such Guarantor’s Guarantee, (y) if the Company designates Guarantor from the Guaranty and the removal of the Properties of such Guarantor to be an Unrestricted Subsidiary from the calculation of Borrowing Base Value, which Compliance Certificate shall show continued compliance with each of the covenants contained in accordance with Section 4.03 Sections 9.1 through 9.3, 9.5 and 9.13 and the definition requirements of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof2.13.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect to the Notes, and will cease to be a Guarantor with respect to the Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s Guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than upon the release or discharge of the Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (c) in connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the Base Indenture as to the Company Notes or a Restricted Subsidiary satisfaction and discharge of the Company Notes pursuant to Article IV of the Base Indenture and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of any the Subsidiary Guarantor. In the event the Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantee and will cease to be the Securities Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or Upon delivery by the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Company to the defeasance or satisfaction Trustee of an Officer’s Certificate and discharge an Opinion of Counsel to the effect that any of the Securities under Article 8 hereofconditions described above has occurred, the Guarantors Trustee shall be released execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of the Subsidiary Guarantor from all of their its obligations under this Indenture the Subsidiary Guarantee and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and as to the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofNotes.

Release of a Guarantor. (a) Upon (iIf the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the sale requirements of Section 5.01(a), all or disposition substantially all of the Capital Stock assets of a any Guarantor or all of the Equity Interests of any Guarantor are sold (other than the Companyincluding by issuance or otherwise) by the Company (or pursuant to an exercise of remedies, or transfer in compliance with Section 4.16 lieu thereof, on behalf of any holder or the consolidation or merger holders of a Guarantor with or into any Person in compliance with Article 5, in each case, Lien securing Senior Indebtedness) and if (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (iix) the liquidation or dissolution of any Guarantor (other than the Company) Net Cash Proceeds from such Asset Sale are used in accordance with this IndentureSection 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the event of a sale or other disposition of all of the Equity Interests of such Guarantor’s Guarantee pursuant to ) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities Eleven without any further action required on the part of the Trustee or any HolderHolder provided, however that a sale of a Guarantor (other than by way of a sale or disposition pursuant to an exercise of remedies, or transfer in lieu thereof, on behalf of any holder or holders of a Lien securing Senior Indebtedness) will still be subject to the Company's obligations under the first paragraph of Section 5.01. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released or remains liable for the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofEleven.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5Five, in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which all liability of such Guarantor with respect to Indebtedness of the applicable Guarantor is no longer a Restricted Subsidiary or Company shall have been released by the holders of such Indebtedness, (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this IndentureIndenture or (iii) a Guarantor ceasing to be a Restricted Subsidiary, such Guarantor’s 's Guarantee pursuant to this Article 10 Eleven shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10Eleven. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 Eight hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s 's Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor (1) is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s 's Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Any Subsidiary Guarantor (other than the Company) that is designated by the Company in compliance with Section 4.16 or the consolidation or merger Board of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary Directors of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted as an Unrestricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with the terms of this IndentureIndenture shall, at such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedtime, and such Guarantor shall be deemed automatically and unconditionally released from all Obligations and discharged of its obligations under this Indenture and the Securities its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder and its assets and properties included in the Collateral will be released from the Liens securing the Obligations. The Subsidiary Guarantees will also be terminated and released and the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees upon a Legal Defeasance or Covenant Defeasance, without any further action on the part of the Trustee or any Holder. In addition, upon a sale of Capital Stock which causes a Subsidiary Guarantor to cease to be a Restricted Subsidiary, such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged of its obligations under its Subsidiary Guarantee without any further action on the part of the Trustee or any Holder and its assets and properties included in the Collateral will be released from the Liens securing the Obligations; provided that such sale of Capital Stock does not violate any provision of this Indenture. The Subsidiary Guarantees will also be terminated and released in accordance with Section 4.18(C). The Trustee and Collateral Agent shall deliver an appropriate instrument evidencing such release provided by the Company upon receipt of the Company’s request for such release accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 12.06. Any Subsidiary Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee for the full amount of principal of and interest on the Notes and all other Obligations as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a its Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which all liability of such Guarantor with respect to Indebtedness of the applicable Guarantor is no longer a Restricted Subsidiary Company shall have been released by the holders of such Indebtedness or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 11 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 1011. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor (1) is released from any and all guarantees of Indebtedness of the Issuer Company and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) the sale no Default or disposition Event of the Capital Stock Default shall then be in existence or would occur as a result of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or such release; (ii) the liquidation Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Trust and/or the Borrower has disposed of or dissolution simultaneously with such release will dispose of any its entire interest in such Guarantor (other than or that all of the Company) assets of such Guarantor will be disposed of in accordance compliance with the terms of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be releasedAgreement, and if such transaction involves the disposition by such Guarantor shall of all of its assets, the net cash proceeds from such disposition are being distributed to the Trust and/or the Borrower in connection with such disposition, (B) such Guarantor will be deemed released from all Obligations the borrower with respect to Secured Indebtedness (as defined in the Unsecured Master Loan Agreement) permitted under this Indenture and Agreement, which Indebtedness will be secured by a Lien (as defined in the Securities without any further action required Unsecured Master Loan Agreement) on the part assets of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under (C) the Trust and/or the Borrower has contributed or simultaneously with such release will contribute its Guarantee as provided entire direct or indirect interest in this Article 10. Concurrently with the defeasance such Guarantor to an Unconsolidated Affiliate or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will also be released from contributing all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain its assets to an Unconsolidated Affiliate or a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor Wholly Owned Subsidiary in compliance with the terms of this Agreement. Delivery by the Securities on Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the proposed release giving of such Guarantor’s Guaranteerequest and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, (y) if the Company designates such Guarantor foregoing provisions shall not apply to the Trust, which may only be an Unrestricted Subsidiary in accordance with Section 4.03 released upon the written approval of Agent and all of the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofBanks.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) Any Guarantee by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company Notes shall be automatically and unconditionally released and discharged upon: (B1) (A) any sale, exchange, transfer or other disposition (by merger, amalgamation or otherwise) of the Issuer’s and/or Restricted Subsidiary’s Capital Stock in a transaction such Guarantor following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the liquidation or dissolution assets of any such Guarantor (other than any sale, exchange or transfer to the Company) Issuer, any Guarantor and/or any Restricted Subsidiary), which sale, exchange or transfer is made in accordance compliance with the applicable provisions of this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without ; (B) when any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor first ceases to be a Restricted Subsidiary; (C) exercise of the Securities on the date option of Legal Defeasance of the proposed release Notes under Section 13.02 hereof, or the option of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in of the Notes under Section 8.02 13.03 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 4.01; or (D) the terms hereof.merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving, continuing or resulting Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; and (2) the Issuer’s and such Guarantor’s delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release and discharge of the Guarantee have been complied with. SECTION 12.09

Release of a Guarantor. (a) Upon (i) the sale or disposition of all of the Capital Stock of a Guarantor (other than by the Company) by , as the Company case may be, in compliance with Section 4.16 4.16, or upon the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, Five (in each case, (A) other than to the Company or a Restricted Subsidiary an Affiliate of the Company and (B) in a transaction following which the applicable Company), or if any Guarantor is no longer a Restricted Subsidiary dissolved or (ii) the liquidation or dissolution of any Guarantor (other than the Company) liquidated in accordance with this Indenture, such Guarantor’s 's Guarantee pursuant to this Article 10 shall be released, and such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10Eleven. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 Eight hereof, the Guarantors shall be released from all of their obligations under their Guarantees, this Indenture and the Securities. In addition, a Guarantor’s 's Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor (1) is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s 's Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (a) Upon subject to the terms of the Guaranty), a Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the sale Guaranty under this Section 7.12 or disposition Section 9.1(h); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in this Section 7.12 or Section 9.1; (iii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of a release; (iv) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Gables Group has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor (other than or that all of the Company) by the Company assets of such Guarantor will be disposed of in compliance with Section 4.16 the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the applicable members of the Gables Group in connection with such disposition, (B) such Guarantor will be the borrower with respect to Secured Indebtedness permitted under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the consolidation Gables Group has contributed or merger simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Guarantor with or into any Person Subsidiary which is not a Wholly Owned Subsidiary in compliance with Article 5, in each case, (A) other than the terms of this Agreement. Delivery by the Borrower to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution Agent of any Guarantor such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part both as of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release giving of such Guarantor’s Guaranteerequest and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, (y) if the Company designates such Guarantor foregoing provisions shall not apply to GBP or General Partner, which may only be an Unrestricted Subsidiary in accordance with Section 4.03 released upon the written approval of Agent and all of the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofLenders.

Release of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply to the Notes and instead the following shall apply: The Subsidiary Guarantor shall be released and discharged automatically and unconditionally from all its obligations under the Indenture (as it relates to a Series of Notes) and the Subsidiary Guarantee with respect to such Series of Notes, and will cease to be a Guarantor with respect to such Notes, without any further action required on the part of the Trustee or any Holder, (a) Upon (i) upon the sale release or disposition discharge of the Capital Stock Company’s guarantee of a Guarantor the Subsidiary Guarantor’s obligations under its revolving credit facility (other than as amended, modified, restated, amended and restated or otherwise replaced or refinanced from time to time, the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case“Subsidiary Credit Facility”), (Ab) other than to upon the Company release or a Restricted Subsidiary discharge of the Company and Subsidiary Guarantor’s obligations under the Subsidiary Credit Facility, (Bc) in a transaction following which connection with any Covenant Defeasance or Defeasance pursuant to Article XIII of the applicable Guarantor is no longer a Restricted Subsidiary Base Indenture as to such Series of Notes or satisfaction and discharge of such Series of Notes pursuant to Article IV of the Base Indenture and Article VII of this Supplemental Indenture, or (iid) if no Event of Default has occurred and is then continuing as to such Series of Notes, upon the liquidation or dissolution of any the Subsidiary Guarantor. In the event that the Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall the Subsidiary Guarantor will be released, released and such Guarantor shall be deemed released discharged automatically and unconditionally from all Obligations its obligations under this Indenture the Subsidiary Guarantees and will cease to be the Securities Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or Upon delivery by the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with Company to the defeasance or satisfaction Trustee of an Officer’s Certificate and discharge an Opinion of Counsel to the effect that any of the Securities under Article 8 hereofconditions described above has occurred, the Guarantors Trustee shall be released execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of the Subsidiary Guarantor as to any Series of Notes from all of their its obligations under this Indenture the Subsidiary Guarantee and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and as to the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release Notes of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereofSeries.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this Indenture and the Notes, (i) in the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of that Guarantor, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight hereof; (iv) if that Guarantor is released from its guarantee under all Credit Facilities of the Issuer and the Guarantors (including as a result of such Credit Facilities ceasing to be outstanding); (v) in connection with the merger or consolidation of that Guarantor with (1) the Issuer or (2) any other Guarantor (other than provided that the Companysurviving entity remains or becomes a Guarantor); (vi) if the Issuer designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture or (vii) upon a liquidation or dissolution of such Guarantor as permitted under this Indenture. Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of this Indenture with respect to the release of such Guarantor have been satisfied, the Trustee will execute any documents reasonably required in compliance with Section 4.16 order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee 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 Ten. Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into any Person an Issuer (in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and case such Guarantor shall no longer be deemed released from all Obligations under this Indenture and the Securities without a Guarantor) or another Guarantor or shall prevent any further action required on the part sale or conveyance of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge property of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such as an entirety or substantially as an entirety to an Issuer or another Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” Subsidiary or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

Release of a Guarantor. (a) Upon Any Guarantor will be released from and relieved of any obligations under its Subsidiary Guarantee, this Indenture and the Notes, (i) in the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of that Guarantor, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight hereof or (iv) if that Guarantor is released from its guarantee under all Credit Facilities of the Issuer or another Guarantor (other than the Company) including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of this Indenture with respect to the release of such Guarantor have been satisfied, the Trustee will execute any documents reasonably required in compliance with Section 4.16 order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee 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 Ten. Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into any Person an Issuer (in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and case such Guarantor shall no longer be deemed released from all Obligations under this Indenture and the Securities without a Guarantor) or another Guarantor or shall prevent any further action required on the part sale or conveyance of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge property of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such as an entirety or substantially as an entirety to an Issuer or another Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.