Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. (a) The Guarantor shall be released from and relieved of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Guarantor. (a) The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from and relieved of its all obligations under the Notes this Guaranty and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full to no longer constitute a Guarantor for purposes of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: Note Purchase Agreement upon (Ai) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery sale or other disposition by the Company to or a Subsidiary of the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release Capital Stock of such obligations was made by the Company Guarantor in accordance compliance with the provisions of this Indenture and the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the Trustee satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall execute not (after giving effect to any documents reasonably required in order to evidence other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Guarantor Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all Unconditional Guaranty of any Guarantor. At the request of the obligations of Company or the Guarantor under relevant Guarantor, the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any documents reasonably satisfactory Guarantor pursuant to the Trustee evidencing such revival and reinstatementthis Section 2.22.

Release of Guarantor. (a) The Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor shall be released from (in case of clauses (a) and relieved (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the Company or an Affiliate of the Company and as permitted by this Indenture and the Company complies with its obligations under the Notes Section 4.08 hereof and this Indenture (1) upon defeasance if in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by connection therewith the Company to the Trustee of provides an Officers' ’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect Trustee, each stating that all conditions precedent provided for in this Indenture relating to such transactions or release have been complied with); (c) upon the transaction giving rise release or discharge of such Guarantor from its guarantee, if any, and of all pledges and security, if any, granted by such Guarantor in connection with the Debt Facility, except a release or discharge by or as a result of payment under such guarantee; or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the release terms of this Indenture, such Guarantor shall be deemed released from all obligations was made by under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company and if in connection therewith the NotesCompany provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the Trustee shall execute any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.02. In the event that any released Guarantor from its obligations. If any (in the case of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until Debt Facility, such time as the Guaranteed Obligations are paid in full, and the former Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementwill again provide a Guarantee.

Release of Guarantor. (a) The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from and relieved of its all obligations under the Notes this Guaranty and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full to no longer constitute a Guarantor for purposes of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: Note Purchase Agreement upon (Ai) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery sale or other disposition by the Company to or a Subsidiary of the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release Capital Stock of such obligations was made by the Company Guarantor in accordance compliance with the provisions of this Indenture and the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the Trustee satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall execute not (after giving effect to any documents reasonably required in order to evidence other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Guarantor Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all Unconditional Guaranty of any Guarantor. At the request of the obligations of Company or the Guarantor under relevant Guarantor, the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any documents reasonably satisfactory Guarantor pursuant to the Trustee evidencing such revival and reinstatement.this Section 2.22. Exhibit 4.6(a)

Release of Guarantor. (a) The Guarantor Notwithstanding any other provision of the lease or this Guaranty to the contrary, this Guaranty shall terminate, and the undersigned shall be released from and relieved of its any obligations whatsoever under this Guaranty or the lease, in the event that (a) the Tenant under the Notes and this Indenture (1) upon defeasance in accordance lease merges into or consolidates with Section 1202 another company that is a "Qualified Tenant", or (2b) upon a person or entity other than the payment in full of the Guaranteed Obligations, in each case, except for the undersigned who is a "Qualified Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) " guarantees the obligations of the Guarantor to Tenant under this lease, or (c) the Trustee Tenant under Section 607the lease (1) becomes a Qualified Tenant, and (2) is not in a material default under the terms of this Article Thirteenlease (as defined in Section 2.2.1(3) of the lease) during the two-year period preceding the date upon which the release of the Guaranty is sought. Upon A "Qualified Tenant" shall be the delivery by Tenant, or the Company to successor or assign of the Trustee Tenant, that (i) maintains a tangible net worth of an Officers' Certificate and$5,000,000 for two consecutive calendar years, if requested by and (ii) has net cash flow, calculated after the Trusteepayment of taxes, an Opinion debt service and expenses (exclusive of Counsel to depreciation, amortization and other noncash expenses) of three times the effect that aggregate of all of the transaction giving rise payments owing under this lease for the last calendar year preceding the date upon which a release of this Guaranty is sought. A "Qualified Guarantor" shall mean a person or entity other than the undersigned having a tangible net worth of $5,000,000 or more who guarantees this lease utilizing the same form of guaranty as this Guaranty. Such tangible net worth and cash flow shall be shown on audited financial statements of any such entity or person. Landlord's consent to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the NotesGuaranty shall not be required. However, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee Landlord shall be revived entitled to review financial statements of any such entity to confirm that the requisite net worth and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations cash flow are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementpresent.

Release of Guarantor. (a) The Guarantor If any of the Guarantors shall cease to be released from a Subsidiary of the Borrower for any reason subject to and relieved of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full terms of the Guaranteed ObligationsCredit Agreement, in each casethen such Guarantor shall, except for automatically and without any further action on the Guarantor's part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Credit Documents to which such Guarantor is a party (other than liabilities and interest obligations resulting from a demand on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect Guaranty pursuant to such Notes under Sections 304Section 9.2) and, 305, 1002, 1003 and 1008 and (C) promptly upon the obligations request of the Guarantor to Borrower and at the Trustee under Section 607expense of the Borrower, the Administrative Agent shall execute such documents and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if take such other action as is reasonably requested by the TrusteeBorrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, an Opinion of Counsel if applicable, certify to the effect Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2. In the transaction giving rise event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the release capital stock of such obligations was made by the Company any Subsidiary (subject to and in accordance with the provisions terms of this Indenture the Credit Agreement) whose capital stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such capital stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the NotesPledge Agreement on such capital stock shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Trustee Administrative Agent shall execute any such documents and take such other actions as is reasonably required in order requested by the Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Guarantor from its obligations(subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. If Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the Guaranteed Obligations provisions of this Section 4.9 are revived and reinstated after the termination inconsistent with any of the Guarantee, then all provisions of Section 7.12 or Section 7.15 of the obligations Incorporated Covenants, the provisions of the Guarantor under the Guarantee this Section 4.9 shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementgovern.

Release of Guarantor. Following the expiration of the thirty-sixth (36th) full calendar month of the Term, if Tenant satisfies the Guaranty Release Conditions (as defined below) to Landlord’s reasonable satisfaction, then Tenant or Guarantor may provide a notice to Landlord (the “Release Notice”), which Release Notice shall include reasonable documentation evidencing that the Guaranty Release Conditions have been satisfied. Concurrent with Tenant’s or Guarantor’s delivery of the Release Notice, Tenant or Guarantor shall deliver to Landlord for its review Tenant’s financial statements prepared in accordance with generally accepted accounting principles and audited by a public accounting firm reasonably acceptable to Landlord, and any other financial information reasonably requested by Landlord evidencing Tenant’s full satisfaction of the Guaranty Release Conditions (“Tenant’s Financial Information”). Subject to Landlord’s receipt of a cash Security Deposit or L-C in an amount equal to two (2) months of Base Rent and Tenant’s Share of Operating Expenses and Taxes at the maximum monthly amount due under this Lease, if Landlord reasonably determines that the Guaranty Release Conditions have been met, then Landlord and Guarantor shall enter into an agreement terminating the Guaranty with respect to any future obligations arising thereunder and, following mutual execution and delivery of such agreement and Landlord’s receipt of the afore-described Security Deposit or L-C, then no later than thirty (30) days thereafter, Landlord shall return to Tenant the L-C described in Paragraph 5.A of this Lease (L-C Amount thereof may have been reduced pursuant to the terms and conditions of this Lease). As used herein, the term “Guaranty Release Conditions” shall mean that all of the following clauses (a) The Guarantor shall be released from through and relieved of its obligations under the Notes and this Indenture including (1e) upon defeasance in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.concurrently satisfied:

Release of Guarantor. (a) The Guarantor shall Upon the Corporation becoming entitled to be released from its covenants herein contained pursuant to section 6.04, the Trustee shall, at the request and relieved at the expense of the Guarantor, execute and deliver to the Guarantor such deeds or other instruments as shall be requisite to release the Guarantor from the Guarantee and all of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, covenants herein contained except for the Guarantor's obligations under the Guarantee those relating to the indemnification of the Trustee. Merger or Transfer Certain Requirements Respecting Amalgamation, Combination, Merger, Reorganization, Continuance, Conveyance, etc. So long as any of the Notes remain outstanding, neither the Guarantor nor the Corporation (the "Transferring Corporation") shall amalgamate with, combine with, merge into or reorganize with any other corporation, whether pursuant to plan of arrangement or otherwise, or continue to another jurisdiction, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: the successor Person ("Successor") formed by such amalgamation, combination or reorganization or into which the relevant Transferring Corporation is merged, or following the continuance, or the Person which shall survive until otherwise terminated have acquired by conveyance or discharged hereunder: (A) transfer, or which leases, such properties and assets is a corporation, partnership, limited liability company or trust organized and existing under the rights laws of Holders the United States or any state thereof, in the case of Outstanding Notes to receivethe Guarantor, solely from or under the trust fund described laws of Canada or any province thereof, in Section 1204 the case of the Corporation, and as more fully set forth in such Section, payments in respect shall assume payment of the principal of, and premium, if any, and interest on such Notes when such payments are dueinterest, (B) the Guarantor's rights of redemption if any, and obligations with any other amounts payable hereunder in respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor Notes and, if applicable, the Guarantee and the performance or observance of every covenant to be performed or observed by the Trustee relevant Transferring Corporation under Section 607the Notes; and immediately thereafter, neither an Event of Default (or event which, with notice or lapse of time, or both, would be such) nor a breach of this Indenture (including, without limitation, where applicable, the Guarantee) shall have occurred and be continuing. If any such transaction were to occur, then, provided that the relevant Transferring Corporation has complied with the foregoing conditions, such corporation would (except in the case of a lease) be discharged from all of its respective obligations and covenants under the Notes, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate andIndenture (including, if requested by the Trusteewithout limitation, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Noteswhere applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement).

Release of Guarantor. (a) The Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor shall be released from (in case of clauses (a) and relieved (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the Company or an Affiliate of the Company and as permitted by this Indenture and the Company complies with its obligations under the Notes Section 4.08 hereof and this Indenture (1) upon defeasance if in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by connection therewith the Company to the Trustee of provides an Officers' ’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect Trustee, each stating that all conditions precedent provided for in this Indenture relating to such transactions or release have been complied with); (c) upon the transaction giving rise release or discharge of such Guarantor from its guarantee, if any, and of all pledges and security, if any, granted by such Guarantor in connection with a Debt Facility, except a release or discharge by or as a result of payment under such guarantee; or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the release terms of this Indenture, such Guarantor shall be deemed released from all obligations was made by under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company and if in connection therewith the NotesCompany provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the Trustee shall execute any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.02. In the event that any released Guarantor from its obligations. If any (in the case of the Guaranteed Obligations are revived and reinstated after the termination of the clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under a Debt Facility, such former Guarantor will again provide a Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Guarantor. (a) The Guarantor If any of the Guarantors shall cease to be released from a Subsidiary of the Borrower for any reason subject to and relieved of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full terms of the Guaranteed ObligationsCredit Agreement, in each casethen such Guarantor shall, except for automatically and without any further action on the Guarantor's part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Credit Documents to which such Guarantor is a party (other than liabilities and interest obligations resulting from a demand on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect Guaranty pursuant to such Notes under Sections 304Section 9.2) and, 305, 1002, 1003 and 1008 and (C) promptly upon the obligations request of the Guarantor to Borrower and at the Trustee under Section 607expense of the Borrower, the Administrative Agent shall execute such documents and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if take such other action as is reasonably requested by the TrusteeBorrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, an Opinion of Counsel if applicable, certify to the effect Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2. In the transaction giving rise event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the release capital stock of such obligations was made by the Company any Subsidiary (subject to and in accordance with the provisions terms of this Indenture the Credit Agreement) whose capital stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such capital stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the NotesPledge Agreement on such capital stock shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Trustee Administrative Agent shall execute any such documents and take such other actions as is reasonably required in order requested by the Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Guarantor from its obligations(subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. If Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the Guaranteed Obligations provisions of this Section 4.9 are revived and reinstated after the termination inconsistent with any of the Guaranteeprovisions of Section 7.12 or Section 7.15, then all the provisions of the obligations of the Guarantor under the Guarantee this Section 4.9 shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementgovern.

Release of Guarantor. In the event of a sale or other -------------------- disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or all of the Capital Stock of any Guarantor, then such Guarantor (ain the event of a sale or other disposition of all of the Capital Stock of such Guarantor) The Guarantor or the corporation acquiring the property (in the event of a sale or other disposition by way of a merger, consolidation or otherwise of all or substantially all of the assets of such Guarantor) shall be released from and relieved of its obligations under its Guarantee provided that (i) after giving - effect thereto, no Event of Default shall have occurred and be continuing (ii) -- the Notes Company shall agree in writing to apply, and this Indenture (1) upon defeasance shall thereafter apply, the Net Cash Proceeds of such sale or other disposition in accordance with Section 1202 or 5.16 hereof and (2iii) upon the payment such Guarantor has been unconditionally and fully released in full --- writing from all obligations under guarantees of Indebtedness of the Guaranteed ObligationsCompany, in each case, except for the Guarantor's obligations Subsidiary and Non-Recourse Subsidiary (including with out limitation Indebtedness under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article ThirteenNew Credit Agreement). Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations sale or other disposition was made by the Company in accordance with the provisions of this Indenture and the NotesIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the specified Guarantor from its obligationsobligations under its Guarantee. If any Any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Guaranteed Obligations are revived Securities and reinstated after for the termination of the Guarantee, then all of the other obligations of the any Guarantor under the Guarantee shall be revived and reinstated Indenture as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid provided in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementthis Article 12.

Release of Guarantor. (a) The Guarantor shall be In the event that all of a Guarantor's obligations with respect to the CCO Credit Facility and the Related Obligations or other Indebtedness under clause (1) of the second paragraph of Section 4.10 are released from and relieved or discharged, in full, for any reason, including, without limitation, in connection with the repayment in full of its all obligations under the Notes CCO Credit Facility and this Indenture (1) upon defeasance the Related Obligations or such other Indebtedness, the Note Guarantee of such Guarantor will also be automatically released and terminated. Notwithstanding the preceding sentence, no such release shall be effective against the Trustee or the Holders if a Default or Event of Default in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such the Notes when such payments are due, (Bincluding in connection with an offer to purchase) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations including as a result of the Guarantor events described under clause (7) or (8) of Section 6.01) is in effect or continuing on the date thereof, or would result therefrom shall have occurred and be continuing under this Indenture as of the time of such proposed release until such time as (1) such Default or Event of Default is cured or (2) such release is consented to by the applicable Holders in accordance with the terms of this Indenture. The Note Guarantees will be automatically released ab initio immediately prior to the Trustee under Section 607, and this Article Thirteen. Upon the delivery entry of a Judgment (that remains unstayed) by the Company to the Trustee a court of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel competent jurisdiction to the effect that such Note Guarantees (solely because of the transaction giving rise existence of the provisions in the intercreditor agreement to be entered into between the Trustee on behalf of the Holders and the representative (the "Representative") of the lenders under the CCO Credit Facility relating to the release Note Guarantees) provide holders of Indebtedness under the CCH II Indentures, CCI Indentures, CCOH Indentures or Charter Holdings Indentures (as in effect on the Issue Date) the right to accelerate (whether by reason of a violation of a covenant contained therein or as a result of a cross-acceleration provision therein tied to a covenant violation under any other such indenture) the maturity of such obligations was made debt not otherwise then due, unless at such time such intercreditor agreement provisions are released by the Company Representative. Upon either (i) the entry of any subsequent order overruling or reversing any such Judgment or (ii) the occurrence of a Default in the payment of principal of, premium, if any, or interest on the Notes (including in connection with an offer to purchase) during any period in which such Judgment is being contested by any affected Parent or Guarantor in accordance with the next succeeding paragraph, the Note Guarantees shall be automatically reinstated, subject to the provisions of Section 4.17 and this Indenture and the NotesSection 11.04, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementnever released.

Release of Guarantor. (a) The Guarantor shall will automatically and unconditionally be released from and relieved of its all obligations under its Guarantees, and the Notes Guarantees shall thereupon terminate and be discharged and of no further force or effect, in the event that at substantially the same time as its Guarantees are terminated pursuant to this Indenture Section 1404, the aggregate amount of indebtedness for money borrowed for which the Guarantor is an obligor (1as a guarantor, co-issuer or borrower) upon defeasance in accordance with Section 1202 or does not exceed ten percent (210%) upon the payment in full of the Guaranteed Obligationsaggregate principal amount of indebtedness for money borrowed of the Company and its Subsidiaries, in each caseon a consolidated basis, except for as of such time. For purposes of this Section 1404, the amount of the Guarantor's ’s indebtedness for money borrowed shall not include (x) any other debt the terms of which permit the termination of the Guarantor’s guarantee of such debt under similar circumstances, as long as the Guarantor’s obligations under in respect of such other debt are terminated at substantially the Guarantee relating same time as the Guarantees pursuant to this Section 1404, and (y) any debt that is being refinanced at substantially the following which shall survive until otherwise terminated or discharged hereunder: (A) same time that the rights Guarantees are being released pursuant to this Section 1404, provided that any obligations of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments Guarantor in respect of the principal ofdebt that is incurred in the refinancing shall be included in the calculation of the Guarantor’s indebtedness for money borrowed. For the avoidance of doubt, premiumthis Section 1404 shall not release Equinor ASA (or any successor thereto) of its guarantee, if any, and interest on such Notes when such payments are due, (B) following the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations substitution of the Guarantor Company pursuant to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement803 hereof.”

Release of Guarantor. If, in compliance with the terms and provisions of the Credit Documents, (ai) The all or substantially all of the Capital Stock or property of any Subsidiary Guarantor shall are sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from and relieved of its obligations under this Agreement (including under Section 10.09 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 case of a sale of all or (2) upon the payment in full substantially all of the Guaranteed ObligationsCapital Stock of the Transferred Guarantor, in each case, except for the Guarantor's obligations under the Guarantee relating pledge of such Capital Stock to Collateral Agent pursuant to the following which Collateral Documents shall survive until otherwise terminated be automatically released, and, so long as the Borrower Representative shall have provided the Agents such certifications or discharged hereunder: (A) the rights of Holders of Outstanding Notes documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to receive, solely from the trust fund effect each release described in this Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company 7.12 in accordance with the relevant provisions of this Indenture and the NotesCollateral Documents; provided, the Trustee shall execute any documents reasonably required in order to evidence however, that the release of the any Subsidiary Guarantor from its obligations. If obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new NAI-1537228099v3 Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower Representative certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Indebtedness incurred pursuant to Section 6.01(u), any Indebtedness incurred pursuant to Section 6.01(x) or any Permitted Refinancing in respect of any of the Guaranteed foregoing. Subject to the immediately preceding paragraph of this Section 7.12, the Guaranty made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligations are revived (other than (i) contingent indemnification obligations not yet due and reinstated after the termination of the Guarantee, then all of the owing and (ii) obligations of the Guarantor under the Guarantee shall be revived and reinstated Cash Management Agreements or obligations under Secured Interest Rate Agreements as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents to which arrangements reasonably satisfactory to the Trustee evidencing applicable Lender Counterparty have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such revival and reinstatementLetter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

Release of Guarantor. (a) The Guarantee and any Obligations of a Guarantor shall under any Security Document to which it is a party and any Lien created by such Guarantor under any such Security Documents will be automatically and unconditionally released from and relieved without any action on the part of its obligations under the Trustee or the Holders of the Notes and this Indenture (1) upon defeasance in connection with any sale, exchange, transfer or other disposition of all or substantially all of the assets of that Guarantor, if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with Section 1202 or the applicable provisions of this Indenture; (2) upon the payment in full connection with any 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 Guaranteed ObligationsCompany, or an issuance by such Guarantor of its Capital Stock, in each case, except for the Guarantor's obligations under the Guarantee relating case as a result of which such Guarantor ceases to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect be a Subsidiary of the principal of, premium, if any, and interest on Company; provided that (i) such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was is made by the Company in accordance with the provisions of this Indenture and (ii) such Guarantor is also released from all of its obligations, if any, in respect of all other Indebtedness of the Company and each other Guarantor, including any Senior Secured Indebtedness; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (4) if, in the case of an LSAE, such LSAE has refinanced Indebtedness incurred, or has incurred additional Indebtedness (other than with respect to the acquisition of an additional station), under clause (14) or (15) of the definition of "Permitted Indebtedness" with Indebtedness incurred pursuant to clause (4) of the definition of "Permitted Indebtedness" and such LSAE would not be required to provide a Guarantee pursuant to the proviso of Section 4.16 hereof; or (5) upon the payment in full of all principal, premium, if any, interest and Additional Interest, if any, on the Notes and of all other Obligations for the payment of money due and owing to the Trustee or the Holders under this Indenture, the Notes, the Trustee Guarantees and the Security Documents. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall execute any documents reasonably required in order to evidence the release of the Guarantor be released from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor their Obligations under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementtheir respective applicable Guarantees.

Release of Guarantor. (a) The Lender hereby acknowledges and agrees that, upon the request of the Borrower, the Guarantor shall be released from and relieved of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full Guarantee of the Guaranteed Obligations, shall have no further liability or obligations in each caserespect thereof and shall no longer constitute the Guarantor or be or be treated as a Loan Party hereunder or under any of the other Margin Loan Documentation so long as, except for at the time of such request and on the effective date of such release as specified in such request (which shall be a Business Day), (a) none of the Collateral Shares or any Cash constituting Collateral shall be owned, legally or beneficially, by the Guarantor and (b) no Default shall have occurred and be continuing at such time. Lender hereby acknowledges and agrees that nothing in this Agreement or in any of the other Margin Loan Documentation shall prevent, prohibit or otherwise restrict any of the foregoing (including any steps or actions reasonably incidental thereto) and that, notwithstanding anything to the contrary contained herein or in any other Margin Loan Documentation, no Default shall be deemed to occur or exist as a result thereof. Lender further hereby agrees to give all requisite instructions, notices and consents to the Collateral Agent and the Custodian to facilitate, implement, consent to and permit the foregoing, including the transfer of legal and/or beneficial ownership of the Guarantor's obligations under the Guarantee relating ’s Collateral Shares to the following which shall survive until otherwise terminated or discharged hereunder: (A) Borrower. From and after the rights effective date of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations. If any as aforesaid, all provisions of this Agreement and the Guaranteed Obligations are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and other Margin Loan Documentation relating to the Guarantor shall execute any documents reasonably satisfactory be of no further force or effect and all such provisions hereof and thereof relating to or referring to a Loan Party or the Trustee evidencing such revival Loan Parties shall apply to, and reinstatementbe construed and enforced only as applying to, the Borrower.

Release of Guarantor. (a) The Any Guarantor shall that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, at such time, be deemed automatically and unconditionally released from and relieved discharged of its obligations under its Note Guarantee without any further action on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of the Company’s written request for such release accompanied by an Officer’s Certificate certifying as to the compliance with this SECTION 10.7. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes and as provided in its Note Guarantee. In the event any Guarantor is released from its Note Guarantee in accordance with this Indenture and subsequently: (1) upon defeasance in accordance with Section 1202 becomes a borrower under, or Guarantees any of the Issuer’s Debt or any Debt of the Issuer’s Domestic Restricted Subsidiaries under, the Credit Agreement, (2) upon the payment in full becomes a borrower under, or Guarantees any of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated Issuer’s Debt or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect any Debt of the principal of, premium, if any, and interest on such Notes when such payments are dueIssuer’s Domestic Restricted Subsidiaries Incurred under any Debt Facilities, (B3) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and is no longer an Excluded Subsidiary and/or (C4) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company is redesignated as a Restricted Subsidiary (other than a Foreign Restricted Subsidiary) in accordance with the provisions terms of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence the release of the such former Guarantor from its obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of the will again provide a Note Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement.

Release of Guarantor. (a) The Guarantor If any of the Guarantors shall cease to be released from a Subsidiary of the Borrower for any reason subject to and relieved of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full terms of the Guaranteed ObligationsCredit Agreement, in each casethen such Guarantor shall, except for automatically and without any further action on the Guarantor's part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Credit Documents to which such Guarantor is a party (other than liabilities and interest obligations resulting from a demand on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect Guaranty pursuant to such Notes under Sections 304Section 9.2) and, 305, 1002, 1003 and 1008 and (C) promptly upon the obligations request of the Guarantor to Borrower and at the Trustee under Section 607expense of the Borrower, the Administrative Agent shall execute such documents and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if take such other action as is reasonably requested by the TrusteeBorrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, an Opinion of Counsel if applicable, certify to the effect Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2. In the transaction giving rise event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the release Capital Stock of such obligations was made by the Company any Subsidiary (subject to and in accordance with the provisions terms of this Indenture the Credit Agreement) whose Capital Stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such Capital Stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the NotesPledge Agreement on such Capital Stock shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Trustee Administrative Agent shall execute any such documents and take such other actions as is reasonably required in order requested by the Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the Capital Stock of any Guarantor from its obligations(subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. If Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the Guaranteed Obligations provisions of this Section 4.9 are revived and reinstated after the termination inconsistent with any of the Guaranteeprovisions of Section 7.12 or Section 7.13, then all the provisions of the obligations of the Guarantor under the Guarantee this Section 4.9 shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatementgovern.

Release of Guarantor. If, in compliance with the terms and provisions of the Credit Documents, (ai) The all or substantially all of the Capital Stock or property of any Subsidiary Guarantor shall are sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from and relieved of its obligations under this Agreement (including under Section 10.09 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 case of a sale of all or (2) upon the payment in full substantially all of the Guaranteed ObligationsCapital Stock of the Transferred Guarantor, in each case, except for the Guarantor's obligations under the Guarantee relating pledge of such Capital Stock to Collateral Agent pursuant to the following which Collateral Documents shall survive until otherwise terminated be automatically released, and, so long as the Borrower Representative shall have provided the Agents such certifications or discharged hereunder: (A) the rights of Holders of Outstanding Notes documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to receive, solely from the trust fund effect each release described in this Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company 7.12 in accordance with the relevant provisions of this Indenture and the NotesCollateral Documents; provided, the Trustee shall execute any documents reasonably required in order to evidence however, that the release of the any Subsidiary Guarantor from its obligations. If obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new NAI-1537228099v31537241654v2 Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower Representative certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Indebtedness incurred pursuant to Section 6.01(u), any Indebtedness incurred pursuant to Section 6.01(x) or any Permitted Refinancing in respect of any of the Guaranteed foregoing. Subject to the immediately preceding paragraph of this Section 7.12, the Guaranty made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligations are revived (other than (i) contingent indemnification obligations not yet due and reinstated after the termination of the Guarantee, then all of the owing and (ii) obligations of the Guarantor under the Guarantee shall be revived and reinstated Cash Management Agreements or obligations under Secured Interest Rate Agreements as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents to which arrangements reasonably satisfactory to the Trustee evidencing applicable Lender Counterparty have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such revival and reinstatementLetter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).