Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the following: (a) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon If the occurrence Securities are defeased in accordance with the terms of one this Indenture, or more if a Guarantor becomes an Unrestricted Subsidiary or if all or substantially all of the following: assets of any Guarantor or a majority of the Equity Interests of any Guarantor are sold (aincluding by issuance or otherwise) or transferred by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with respect Section 4.08 or (y) the Company delivers to any Guarantorthe Trustee an Officers’ Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.08 and within the time limits specified by Section 4.08, upon then each Guarantor (in the case of defeasance) or such Guarantor (in the event of a sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate a majority of the Company, Equity Interests of all such Guarantor) or the Person acquiring such assets (in the event of the Capital Stock of that Guarantor held by the Company a sale or any of its Subsidiaries or other disposition of all or substantially all of the assets of that such Guarantor; (b) with respect to shall be released and discharged from all obligations under this Article Twelve without any Guarantor, upon further action required on the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect part of the Senior Credit Facility Trustee or any Holder. The Trustee shall, at the sole cost and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) expense of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) upon receipt at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full reasonable request of the Guaranteed Obligations. The Trustee shall execute of an Opinion of Counsel that the provisions of this Section 12.03 have been complied with, deliver an appropriate instrument prepared by the Company evidencing the such release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a an Officers’ Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, 12.03. Any Guarantor not so released remains liable for the full amount of principal of and (ii) so long as interest on the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative Securities and the other obligations of the Company and an Opinion of Counsel hereunder as to the compliance with provided in this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the CompanyArticle Twelve.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more (a) Any Guarantee of the followingNotes by a Guarantor (other than any direct or indirect parent entity of the Issuer) shall be automatically and unconditionally released and discharged: (a1) in connection with respect to any Guarantorsale, upon the sale assignment, transfer, conveyance or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that GuarantorSubsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) Parent, any of its Subsidiaries or an Affiliate of Parent or any of its Subsidiaries; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Parent, any of its Subsidiaries or an Affiliate of Parent or any of its Subsidiaries; (3) upon Legal Defeasance under Section 1302 hereof or Covenant Defeasance under Section 1303 hereof; (4) upon satisfaction and discharge of this Indenture in accordance with Section 401; (5) in connection with an enforcement sale pursuant to the terms of the Intercreditor Agreement; or (6) upon the full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes. (b) with respect to Any Guarantee of the Notes by any Guarantordirect or indirect parent entity of the Issuer (including Parent, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor Cable & Wireless Limited and Sable Holding Limited) shall be automatically and unconditionally released and discharged: (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and upon Legal Defeasance under Section 1302 hereof or Covenant Defeasance under Section 1303 hereof; (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer upon satisfaction and discharge of any issue of any other indebtedness for borrowed money of more than $30,000,000 this Indenture in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect accordance with respect to the Series 2022A-2 BondsSection 401; or (d3) upon or substantially contemporaneously with the full and final payment in full and performance of all obligations of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations Issuer under this Guaranty upon receipt of a request by Indenture and the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the CompanyNotes.

Release of a Guarantor. This Guaranty will be released upon If the occurrence Senior Subordinated Notes are defeased in accordance with the terms of one this Agreement, or more if SECTION 6.02(b) is complied with, or if, subject to the requirements of SECTION 6.02(a), all or substantially all of the following: assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (aincluding by issuance or otherwise) by the Borrower in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with respect SECTION 6.01(d) or (y) the Borrower delivers to any Guarantoreach holder of Senior Subordinated Notes an Officer's Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with SECTION 6.01(d) and within the time limits specified by SECTION 6.01(d), upon then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with SECTION 6.02(b) or in the event of a sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock Equity Interests of that Guarantor held by such Guarantor) or the Company corporation acquiring such assets (in the event of a sale or any of its Subsidiaries or other disposition of all or substantially all of the assets of that such Guarantor; (b) with respect to shall be released and discharged from all obligations under this Article III without any Guarantorfurther action required on the part of GOF or its successors or assigns. GOF or its successors or assigns shall, upon at the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect sole cost and expense of the Senior Credit Facility Borrower and (2) if upon receipt at the Senior Credit Facility has reasonable request of GOF of an Opinion of Counsel that the provisions of this SECTION 3.03 have been terminatedcomplied with, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute deliver an appropriate instrument prepared by the Company evidencing the such release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor Borrower accompanied by (i) a an Officer's Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the CompanySECTION 3.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the followingwith respect to a Guarantor: (a) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility Facility, the Second Lien Notes or the Senior Subordinated Note Indenture and (2) if the Senior Credit Facility has Facility, the Second Lien Notes and the Senior Subordinated Note Indenture have been terminated, as a guarantor, borrower and/or issuer guarantor of any issue of any other indebtedness for borrowed money or Capital Lease of more than $30,000,000 5.0 million in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 2005R-2 Bonds; (d) on the day after the last day of the Initial Term Interest Rate Period; or (de) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described having a fair market value in Section 7(a)excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company and Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the followingwith respect to any Guarantor: (a) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, ; and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon If the occurrence of one or more Series E Notes are defeased in accordance with Section 8.02 of the following: (a) with respect to any GuarantorIndenture, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of if all of the Capital Stock of that any Guarantor held is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Disposition (or which, but for the provisions of all or substantially all of the assets of that Guarantor; clause (b) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issuec) of the Company or any of its Subsidiaries (other than any Subsidiaries definition of such Guarantorterm, would constitute an Asset Disposition), exceptand, if required by this Supplemental Indenture, (x) the Net Available Proceeds from such Asset Disposition are used in each case, as a result accordance with Section 4.05 of payment by a guarantor in its capacity as a guarantor the Indenture or (and not as a borrower and/or issuer); (cy) at any time that a Letter of Credit is in effect with respect the Company delivers to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously Trustee an Officer's Certificate covenanting that the Net Available Proceeds from such Asset Disposition will be used in accordance with the payment in full Section 4.05 of the Guaranteed ObligationsIndenture and within the time limits specified thereon, then such Guarantor shall be released and discharged from all obligations under this Article 9 upon such use in the case of clause (x) or upon such delivery in the case of clause (y). The Trustee shall execute 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 9.03 have been complied with, deliver an appropriate instrument prepared by the Company evidencing the such release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a an Officers' Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 79.03, and any Guarantor not so released remains liable for the full amount of principal of (iipremium, if any) so long hereunder as the Senior Credit Facility is not provided in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative this Article 9. Any Subsidiary of the Company and that ceases to be a direct or indirect obligor (including as guarantor) under, or in respect of all Senior Credit Facilities shall be released from its Guarantee upon delivery of an Opinion of Counsel as Officers' Certificate to the compliance with this Section 7, provided however, that the legal counsel delivering Trustee certifying to such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Companyeffect.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more Any Guarantee by a Guarantor of the followingNotes shall be automatically and unconditionally released and discharged upon: (aA) with respect to any in the case of a Subsidiary Guarantor, upon the sale any sale, exchange or other disposition transfer (including by way of merger or consolidation), to any Person that is not an Affiliate otherwise) of the Company, of all of (i) the Capital Stock of that such Guarantor held by (including any sale, exchange or transfer) after which the Company applicable Guarantor is no longer a Restricted Subsidiary or any of its Subsidiaries or of (ii) all or substantially all of the assets of that such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (bB) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of the guarantee by, or direct obligation of, such Guarantor (1) as a guarantor, borrower and/or issuer in with respect of to the Senior Credit Facility and (2) if Facilities or the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 guarantee or direct obligation which resulted in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries creation of such Guarantor)Guarantee, except, in each case, except a discharge or release by or as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer)under such guarantee or direct obligation; (cC) at the designation of any time Restricted Subsidiary that is a Letter Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of Credit this Indenture; (D) the exercise of the Legal Defeasance of the Notes under Section 1302 hereof, and the Covenant Defeasance of the Notes under Section 1303 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 401 of this Indenture; (E) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in effect with respect such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Series 2022A-2 BondsIssuer or another Guarantor; or (dF) upon as described under Section 901 or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or 902; and (2) such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as delivering to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Trustee an Officer’s Certificate of an Authorized Representative of the Company and an Opinion of Counsel as Counsel, each stating that all conditions precedent herein provided for relating to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Companytransaction have been complied with.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the followingreleased: (a) with respect to any a Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any a Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer guarantor of any issue of any other indebtedness for borrowed money or any Capital Lease of more than $30,000,000 5,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 2022A-1 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described having a fair market value in Section 7(a)excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company and Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the followingreleased: (a) with respect to any a Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any a Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer guarantor of any issue of any other indebtedness for borrowed money or any Capital Lease of more than $30,000,000 5,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 2020R-1 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described having a fair market value in Section 7(a)excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company and Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the following: Upon (ai) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), otherwise) of a Subsidiary Guarantor to any Person that an entity which is not an Affiliate a Subsidiary of the Company, of all of the Capital Stock of that Guarantor held by the Company News Corporation or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (bii) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1A) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared obligations under the Revolving Credit Agreement guaranteed by such Subsidiary Guarantor, to the Company evidencing extent that such Subsidiary Guarantor is a guarantor thereunder, and the termination of the commitments of the lenders under the Revolving Credit Agreement and (B) News Corporation directing that such Subsidiary Guarantor be released from its Guarantee or (iii) (A) the release of a such Subsidiary Guarantor from its obligations under this Guaranty the Revolving Credit Agreement in accordance with the terms thereof and (B) News Corporation directing that such Subsidiary Guarantor be released from its Guarantee, such Subsidiary Guarantor shall be deemed released from all obligations under its Guarantee without any further action required on the part of the Trustee or any Holder of Securities or BUCS. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of premium, if any, and interest, if any, on the Securities and the payment obligations to the Trustee pursuant to Section 6.7 of the Indenture as provided in the Guarantee. The Trustee shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company accompanied by an Officer's Certificate certifying as to the compliance with this Section 7Indenture and, and in the event of the release of a Subsidiary Guarantor in accordance with the terms of (ii) so long as the Senior Credit Facility is not in effectherein above, in connection with a sale or disposition an opinion of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Companycounsel.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the following: (a) with respect to any Guarantor, upon In the event of either (i) a sale or other disposition of all of the Capital Stock of any Guarantor or (including ii) in the event that the Company designates a Guarantor to be an Unrestricted Subsidiary, or such Guarantor ceases to be a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger such a merger, consolidation or consolidation), to any Person that is not an Affiliate of the Companyotherwise, of all of the Capital Stock of that such Guarantor held by to a Person other than the Company or a Guarantor or any such designation) or the entity acquiring the property (in the event of its Subsidiaries a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under its Guarantee; provided that Guarantor;the Net Cash Proceeds of such sale or other disposition are applied in accordance with Section 4.15 or 4.16, as applicable. (b) with respect to any In the case of a sale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the assets of a Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of assumption provided for in Section 11.5(a)(y), such Guarantor (1) as a guarantor, borrower and/or issuer in respect of shall be discharged from all further liability and obligation under the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer);Indenture. (c) at If a Guarantor's guarantee of the Obligations under the Credit Agreement is unconditionally released, such Guarantor shall be automatically and unconditionally released and relieved of any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; orobligations under its Guarantee. (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute deliver an appropriate instrument prepared by the Company evidencing the such release of a Guarantor from its obligations under this Guaranty upon receipt of a written request by the Company or such Guarantor accompanied by (i) a an Officers' Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, 11.3 and the other provisions of this Indenture. (iie) Any Guarantor not so long released remains liable for the full amount of principal of and interest on the Notes as the Senior Credit Facility is not provided in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the CompanyArticle XI.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more Any Note Guarantee by a Guarantor of the followingNotes shall be automatically and unconditionally released and discharged upon: (a1) in connection with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer; (2) in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer, if the Guarantor ceases to be a Subsidiary of the Issuer as a result of the sale or other disposition; (3) upon the merger or consolidation of such Guarantor with or into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; (b4) the exercise of the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with respect to any GuarantorSection 401 of this Indenture; (5) in the case of a Guarantor that becomes an Excluded Subsidiary, upon delivery to the contemporaneous or substantially contemporaneous Trustee of an Officer’s Certificate certifying that such Guarantor has become an Excluded Subsidiary; or (6) upon the release or discharge of the Guarantee by such Guarantor (1) as a guarantor, borrower and/or issuer in respect Subsidiary of such Indebtedness of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company Issuer or any Subsidiary, or the repayment of its Subsidiaries (other than any Subsidiaries of such Guarantor), exceptall the Indebtedness, in each case, as that resulted in an obligation to provide a result Note Guarantee (including, the release, discharge or repayment of payment by a guarantor in its capacity as a guarantor (all outstanding amounts under the Term Loan Facility, the Revolving Facility and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect the 2028 Notes with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full any Guarantor that provided a Note Guarantee as of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(aIssue Date), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty will be released upon the occurrence of one or more of the followingwith respect to a Guarantor: (a) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor; (b) with respect to any Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility Secured Loan Agreement or the Senior Subordinated Note Indenture and (2) if the Senior Credit Facility has Secured Loan Agreement and the Senior Subordinated Note Indenture have been terminated, as a guarantor, borrower and/or issuer guarantor of any issue of any other indebtedness for borrowed money or Capital Lease of more than $30,000,000 5.0 million in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, and (ii) so long as the Senior Credit Facility Secured Loan Agreement is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described having a fair market value in Section 7(a)excess of $5,000,000, as evidenced by a Certificate of an Authorized Representative of the Company and Company, an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.

Release of a Guarantor. This Guaranty (a) The Guarantee of a Guarantor will be released upon the occurrence of one or more of the following: (a) with respect to any Guarantorsale, upon the sale disposition or other disposition transfer (including by way of through merger or consolidation), to any Person that is not an Affiliate of the Company, ) of all of the Capital Stock of that Guarantor held by the Company (or any sale, disposition or other transfer of its Subsidiaries Capital Stock following which the applicable Guarantor is no longer a Subsidiary), or of all or substantially all the assets, of the assets of that Guarantor; (b) with respect to any Guarantorapplicable Guarantor if such sale, upon the contemporaneous disposition or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer other transfer is made in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer); (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously compliance with the payment in full applicable provisions of the Guaranteed Obligationsthis Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under this Guaranty its Guarantee upon receipt of a request by the Company or such Guarantor accompanied by (i) a an Officers’ Certificate and an Opinion of an Authorized Representative of the Company Counsel certifying as to the compliance with this Section 711.04; provided, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of an Authorized Representative of the Company. (b) In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless: (A) (1) either: (a) the Guarantor is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States of America or the District of Columbia (such Person being herein called the “Successor Guarantor”);

Release of a Guarantor. This Guaranty will be released upon Upon (i) the occurrence unconditional release of one or more a Guarantor from its liability in respect of the following: Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.16, (aii) with respect to any Guarantor, upon the sale or other disposition (including by way of merger or consolidation), otherwise) to any Person that which is not an Affiliate a Restricted Subsidiary of the Company, Company of all of the Company’s Capital Stock of that Guarantor held by the Company in, or any of its Subsidiaries or of all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of that Guarantor; such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) with respect to any Guarantorsuch assumption, upon the contemporaneous guarantee or substantially contemporaneous release or discharge other liability of such Guarantor (1) as a guarantor, borrower and/or issuer in respect has been released by the holders of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) Indebtedness of the Company so guaranteed, (iii) the Legal Defeasance or any Covenant Defeasance of its Subsidiaries the Notes as described under Section 8.2 (other than any Subsidiaries of such Guarantorsubject to reinstatement pursuant to Section 8.6), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor or (and not as a borrower and/or issuer); (civ) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor being designated as an Unrestricted Subsidiary as described under the definition of “Unrestricted Subsidiary,” such Guarantor shall be deemed released from its all obligations under this Guaranty Article X 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 assets or other security interests which secure, such Indebtedness of the Company shall also terminate upon receipt of a such release, sale or transfer. At the Company’s expense, the Trustee shall promptly execute an instrument evidencing such release upon request by the Company or such Guarantor accompanied by (i) a an Officer’s Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, 10.3. Any Guarantor not so released remains liable for the full amount of principal of and (ii) so long interest on the Notes as the Senior Credit Facility is not provided in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.Article X.

Release of a Guarantor. This Guaranty will The Guarantee of a Guarantor shall automatically and unconditionally be released upon and discharged, and no further action by such Guarantor, the occurrence Company or the Trustee is required for the release of one or more of the followingsuch Guarantor’s Guarantee, upon: (aA) with respect to any Guarantorthe sale, upon the sale exchange, disposition or other disposition transfer (including by way of merger through merger, consolidation, amalgamation or consolidation), to any Person that is not an Affiliate of the Company, dissolution) of all of the Capital Stock (including any sale, disposition or other transfer of that Capital Stock following which such Guarantor held by the Company is no longer a Restricted Subsidiary), or any of its Subsidiaries or of all or substantially all of the assets assets, of that Guarantorsuch Guarantor (other than a sale, disposition or other transfer to the Company or a Restricted Subsidiary) if such sale, disposition, exchange or other transfer is not prohibited by the applicable provisions of this Indenture; (bB) the designation by the Company of such Guarantor as an Unrestricted Subsidiary in accordance with respect to any Guarantor, upon Section 10.08 and the contemporaneous or substantially contemporaneous definition of “Unrestricted Subsidiary”; (C) the release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer from each guarantee that would result in respect of the Senior Credit Facility and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries obligation of such Subsidiary to guarantee the Notes (if such Subsidiary were not already a Guarantor) pursuant to Section 10.13 (treating any guarantees of such Guarantor that remain outstanding as incurred at least 30 days prior to such release or discharge), except, in each case, except a discharge or release by or as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer)under such guarantee or direct obligation; (cD) at any time that a Letter the release of Credit is such Guarantor from its guarantee with the consent of the Holders of the requisite percentage of Notes in effect accordance with respect to the Series 2022A-2 Bondsprovisions described in Article Nine hereof; or (dE) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute an appropriate instrument prepared exercise by the Company evidencing of its Legal Defeasance of the release Notes under Section 13.02 or its Covenant Defeasance of a Guarantor from its the Notes under Section 13.03 or if the Company’s obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company certifying as to the compliance Indenture are satisfied and discharged in accordance with this Section 7, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company4.01.

Release of a Guarantor. This Guaranty (a) The Guarantee of a Guarantor will be automatically and unconditionally released and discharged upon repayment in full of the Notes and upon the occurrence of one or more any of the following: (ai) with respect to any Guarantora sale, upon the sale exchange, transfer or other disposition (including including, without limitation, by way of merger merger, consolidation or consolidationotherwise), to any Person that is not an Affiliate of the Companydirectly or indirectly, of all of the Capital Stock of such Guarantor to any person that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all is not a Restricted Subsidiary of the assets Company; provided that such sale, exchange, transfer or other disposition is made in accordance with the provisions of that Guarantorthis Indenture; (bii) a sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor to any person that is not a Restricted Subsidiary of the Company, or an issuance by such Guarantor of its Capital Stock, in each case as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that (i) such transaction is made in accordance with the provisions of this Indenture and (ii) such Guarantor is also released from all of its obligations, if any, (x) in respect of other Indebtedness of the Company and each other Guarantor and (y) under all other Senior Secured Indebtedness; (iii) such Guarantor is unconditionally released and discharged from its liability with respect to any Guarantor, upon Indebtedness in connection with which such Guarantee was executed pursuant to clause (C) of Section 4.18; (iv) the contemporaneous or substantially contemporaneous release or discharge designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations, if any, (i) in respect of other Indebtedness of the Company and each other Guarantor and (ii) under all other Senior Secured Indebtedness; or (v) in the event that the Notes achieve a rating of "BBB-" or better by S&P (or the equivalent rating by any other nationally recognized rating agency) and Baa3 or better by Moody's (or the equivalent rating by any other nationally recognized rating agency), then the Guarantee of the Notes of each Foreign Guarantor and all Collateral held by each Foreign Guarantor shall be released (the "Fall Away Event Release"); provided that (1) as a guarantor, borrower and/or issuer in respect no Default or Event of Default exists under this Indenture at the time of the Senior Credit Facility and Fall Away Event Release or would result therefrom, (2) the Company has received indicative ratings, if available, that the Senior Credit Facility has been terminatedNotes would not be downgraded by either such rating agency after giving effect to the Fall Away Event Release and (3) the Indebtedness of each Foreign Guarantors so released shall be Permitted Indebtedness or Acquired Indebtedness incurred in compliance with Section 4.12; provided, as a guarantorhowever, borrower and/or issuer that no such release and discharge of any issue Guarantee of any other indebtedness for borrowed money a Guarantor will be effective against the Trustee or the Holders of more than $30,000,000 in aggregate principal amount Notes (per issuei) if a Default or Event of Default shall have occurred and be continuing as of the Company or any of its Subsidiaries (other than any Subsidiaries time of such Guarantor)proposed release and discharge until such time as such Default or Event of Default is cured or waived and (ii) until the Company shall have delivered to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture. Upon the release of a Guarantee of a Guarantor in accordance with this Section 10.04, exceptthe Liens on the Collateral held by such Guarantor shall also be released and in connection with the Fall Away Event Release, each pledge of Capital Stock of a Foreign Guarantor so released that will continue to form a part of the Collateral shall become limited to a pledge of 65% of the Capital Stock of such Person, in each case, in accordance with the provisions of the applicable Security Documents. Any Guarantor whose Guarantee is not released in accordance with the provisions of this Section 10.04 or the entity surviving such Guarantor, as a result of payment by a guarantor applicable, shall remain or be liable under its Guarantee as provided in its capacity as a guarantor (and not as a borrower and/or issuer);this Article Ten. (cb) at In connection with any time that a Letter of Credit is transaction set forth in effect with respect to Section 10.04(a) or 10.04(b), the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute receive an appropriate instrument prepared by the Company evidencing the release Officers' Certificate and an Opinion of a Guarantor from its obligations under this Guaranty upon receipt of a request by the Company or such Guarantor accompanied by (i) a Certificate of an Authorized Representative of the Company Counsel certifying as to the compliance with this Section 710.04; provided, and (ii) so long as the Senior Credit Facility is not in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of an Authorized Representative of the Company. The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company 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 the Company or another Guarantor.

Release of a Guarantor. This Guaranty will be released upon (a) In the occurrence event of one or more any of the following: : (ai) with respect to any Guarantor, upon the a sale or other disposition of all or substantially all of the assets of any Guarantor to a third party other than the Company or an Affiliate of the Company (including by way of merger or consolidation), to if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture, (ii) a sale of all of the Capital Stock of any Person Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture, (iii) the Company designates any Restricted Subsidiary that is not a Guarantor to be an Affiliate Unrestricted Subsidiary, in each case, in a manner in accordance with, and pursuant to, the terms of this Indenture, (iv) a Guarantor merges or is dissolved into the Company or another Guarantor or (v) the legal defeasance of the CompanyNotes in accordance with Article VIII, then such Guarantor (in the event of a sale or other disposition, by way of such a merger or consolidation, of all of the Capital Stock of that such Guarantor held by the Company or any such designation) or the entity acquiring the property (in the event of its Subsidiaries a sale or other disposition of all or substantially all of the assets of that such Guarantor;) shall be released and relieved of any obligations under its Subsidiary Guarantee. (b) with respect to any In the case of a sale or other disposition of all or substantially all of the assets of a Guarantor, upon the contemporaneous or substantially contemporaneous release or discharge of assumption provided for in Section 10.5(b), such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Credit Facility shall be discharged from all further liability and (2) if the Senior Credit Facility has been terminated, as a guarantor, borrower and/or issuer of any issue of any other indebtedness for borrowed money of more than $30,000,000 in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer);obligation under this Indenture. (c) at any time that a Letter of Credit is in effect with respect to the Series 2022A-2 Bonds; or (d) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations. The Trustee shall execute deliver an appropriate instrument prepared by the Company evidencing the such release of a Guarantor from its obligations under this Guaranty upon receipt of a written request by the Company or such Guarantor accompanied by (i) a an Officers' Certificate of an Authorized Representative of the Company certifying as to the compliance with this Section 7, 10.3 and the other provisions of this Indenture. (iid) Any Guarantor not so long released remains liable for the full amount of principal of and interest on the Notes as the Senior Credit Facility is not provided in effect, in connection with a sale or disposition of assets or Capital Stock (or a series of related sales or dispositions) described in Section 7(a), as evidenced by a Certificate of an Authorized Representative of the Company and an Opinion of Counsel as to the compliance with this Section 7, provided however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Certificates of an Authorized Representative of the Company.Article X.