Common use of Releases Following Sale of Assets Clause in Contracts

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer to evidence such release and discharge. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee; provided that (i) in the event of an Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition dispositions are treated in accordance with the provisions of SECTION 4.10 hereof; Section 4.20 hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its Obligation under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium and interest on the Notes and for the other obligations Obligations of any such Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note GuaranteeNotwithstanding Section 12.03 hereof, in connection with (1) any the event of a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the other terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any Guarantee Obligations under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its Guarantee Obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations Guarantee Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.12.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Note Guarantee, in connection with (1) any Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition, designation, release or disposition discharge was made by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.Indenture.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, (1) in connection with (1) any sale or other transfer or disposition by the Issuer Company or any Subsidiary of the Issuer Company of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAffiliate, if the Issuer Company or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION Section 4.10 hereof; or (2) in connection with any sale or other transfer or disposition of all of the Capital Equity Interests in any of a Guarantor by the Issuer Company or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAffiliate, if the Issuer Company applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate Upon delivery to the Trustee certifying of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions to such release and dischargeCompany in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Note Guarantee. Except as set forth in Articles IV and dischargeV hereof, 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. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1a) any a sale or other transfer or disposition by the Issuer or any Subsidiary of all of the Issuer assets of any Guarantor, by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Guarantor or (c) the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Senior Subordinated Note Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Senior Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Senior Subordinated Note Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by the Company to the Senior Subordinated Note Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeSenior Subordinated Note Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Senior Subordinated Note Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Senior Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Subordinated Notes and for the other obligations of any Guarantor under this Senior Subordinated Note Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1a) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Subsidiary of the IssuerCompany, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition complies with Section 4.06 hereof, (b) in accordance connection with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Subsidiary Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Subsidiary of the IssuerCompany, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the Issuer applies sale complies with Section 4.06 hereof, (c) the Net Cash Proceeds designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 hereof, or (d) the discharge or release of all guarantees by such Subsidiary Guarantor of, and all pledges of property or assets of such Subsidiary Guarantor securing, all other Indebtedness of the Company and the Restricted Subsidiaries, then such Guarantor or, in the case of a sale or other disposition of all or substantially all of the assets of such Guarantor, the Person acquiring such property, will be released and relieved of any obligations under its Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale, disposition, redesignation or discharge or release was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the IssuerIndenture, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under this Note its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Nine.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Capital Stock of any Guarantor, or the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under Section 4.15 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the net proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the IssuerIndenture, the Issuer, such Guarantor Collateral Documents and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indentureIntercreditor Agreement, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor (other than to the Company or a Wholly-Owned Restricted Subsidiary of the Company), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor (other than to the Company or a Wholly-Owned Restricted Subsidiary of the Company), then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of ; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are applied in accordance with the provisions of SECTION 4.10 Section 510 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) limitation, Section 510 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any such Subsidiary Guarantor under this Indenture as provided in this Article X.12.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.8 hereof; (2) any . Upon delivery by Anvil to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Anvil in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.8 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event (a) of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that any Guarantor (including by way of merger or consolidation) or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies provided that the Net Cash Proceeds of that such sale or other disposition are applied in accordance with Section 4.10 hereof, (b) the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.19 hereof, or (c) of defeasance of the Notes as described below under Section 8.02 or Section 8.03 or satisfaction and discharge of this Indenture as described below under Section 12.01, then such Guarantor will be automatically and unconditionally released and discharged of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Guarantor, by way of amalgamation, merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such an amalgamation, merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor in accordance with the provisions of this Indenture) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor), shall be released and relieved of any obligations its Obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition its Subsidiary Guarantee and Section 5.3 hereof. Upon delivery by the Issuer or any Subsidiary Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the Issuer of all or substantially all of the assets of effect that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Indenture, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Additional Interest, if any, on the Notes Securities and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.5. The release of any Guarantor pursuant to this Section 5.4 shall be effective whether or not such release shall be noted on any Security then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by of all of the Issuer or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Issuer capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection Concurrently with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that any Subsidiary Guarantor or all of the Capital Stock of any Subsidiary Guarantor, in each case, in compliance with the terms hereof, then such Subsidiary Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Subsidiary Guarantor) shall be released from and relieved of its obligations under its Indenture Guarantee or Section 11.03 hereof, as the case may be; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Indenture Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Indenture Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this the Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of 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 this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of ; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Issuer Company in order to evidence the release of such release and dischargeGuarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 11.03, hereof, as the case may be; provided that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee; provided that (i) in the event of an Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition dispositions are treated in accordance with the provisions of SECTION Section 4.10 hereof; hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its Obligation under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Senior Notes and for the other obligations Obligations of any such Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Concurrently with any sale or other disposition of assets of any Guarantor (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor in accordance with the provisions of this Indenture) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor), shall be released and relieved of any obligations its Obligations under this Note Guaranteeits Subsidiary Guarantee and Section 10.03; provided that in the event of an Asset Sale, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 hereof; (2) any Section 4.10. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the IssuerIndenture, the Issuerincluding, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenturewithout limitation, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeSection 4.10, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.10. The release of any Guarantor pursuant to this Section 10.04 shall be effective whether or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, and the Liens on its property pursuant to the Security Documents shall be released, (1) in connection with (1) any sale or other transfer or disposition by the Issuer Company or any Subsidiary of the Issuer Company of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAffiliate, if the Issuer Company or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION Section 4.10 hereof; or (2) in connection with any sale or other transfer or disposition of all of the Capital Equity Interests in any of a Guarantor by the Issuer Company or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAffiliate, if the Issuer Company applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate Upon delivery to the Trustee certifying of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions to such release and dischargeCompany in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Note Guarantee. Except as set forth in Articles IV and dischargeV hereof, 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. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Issuer to capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a Person that is not (either immediately before sale or immediately after giving effect to such transaction) an Affiliate other disposition of all or substantially all of the Issuer, if the Issuer applies assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1a) any a sale or other transfer or disposition by the Issuer or any Subsidiary of all of the Issuer assets of any Guarantor, by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Guarantor or (c) the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Senior Note Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Senior Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Senior Note Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by the Company to the Senior Note Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeSenior Note Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Senior Note Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Senior Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Notes and for the other obligations of any Guarantor under this Senior Note Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee; provided, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of however, that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are applied in accordance with the applicable provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION of Section 4.10 (if applicable) hereof; provided, have been satisfiedfurther, that upon such release, the obligations of such Subsidiary Guarantor in respect of any and all other guarantees of Indebtedness of the Company or a Guarantor are similarly released. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any such Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. In addition, the Note Guarantee of a Guarantor shall be released if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the 80 87 effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; PROVIDED that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 11.03, hereof, as the case may be; PROVIDED that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Subsidiary of the Issuer, Company or if the Issuer Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor or designation as an Unrestricted Subsidiary) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest Interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.12."

Releases Following Sale of Assets. Any Guarantor shall be released and relieved (a) If the assets sold in any Asset Sale permitted by this Indenture include all or substantially all of the assets of any obligations under this Note GuaranteeSubsidiary Guarantor or all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in connection with (1) any the event of a sale or other transfer or disposition by the Issuer or any Subsidiary of all of the Issuer capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way a Subsidiary Guarantor) shall be released and relieved of merger or consolidation) its obligations under its Subsidiary Guarantee made to a any Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerCompany; provided that in the event of such an Asset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall will be released and relieved of any obligations under this Note its Subsidiary Guarantee, (i) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance of all or substantially all of the assets of that Guarantor complies with the provisions of SECTION Section 4.10 hereof, including the application of the Net Proceeds therefrom; (2ii) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer applies sale of all such Capital Stock of that Guarantor complies with Section 4.10 hereof, including the application of the Net Cash Proceeds therefrom; (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (iv) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.10, including the application of the Net Proceeds therefrom. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Eleven.

Releases Following Sale of Assets. Any Concurrently with any sale of assets of any Guarantor (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor in accordance with the provisions of this Indenture) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor), shall be released and relieved of any obligations its Obligations under this Note Guaranteeits Subsidiary Guarantee and Section 10.03 hereof; provided that in the event of an Asset Sale, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION this Indenture, including, without limitation, Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.10. The release of any Guarantor pursuant to this Section 10.04 shall be effective whether or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any (i) A Guarantor shall will be released and relieved of any obligations under this Note Guarantee, its Subsidiary Guarantee if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in connection accordance with Section 4.18 hereof; (1ii) in the event of any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate the Company or a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (iii) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee; or (iv) upon a sale of Capital Stock of a Guarantor which causes such Guarantor (or any other Guarantor) to cease to be a Restricted Subsidiary in accordance with the applicable provisions of this Indenture (including without limitation Section 4.10 hereof), each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Note Guarantee shall Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.08 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the Capital Stock of any Guarantor in each case, in compliance with the terms hereof, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released from and relieved of its obligations under its Subsidiary Guarantee or Section 11.03 hereof as the case may be; provided that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, and to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeGuarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Further, if the Company redesignates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 then such Guarantor will be released and relieved of any obligations under its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of 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 this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of ; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor shall also be released and dischargerelieved of any obligations under its Subsidiary Guarantee if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 hereof. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by ; provided that the Issuer or any Subsidiary net proceeds of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.12 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any In the event of any sale, disposition, or other transfer of all or substantially all of the property and assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale, disposition, or other transfer of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor shall (in the event of a sale, disposition, or other transfer, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale, disposition or other transfer of all or substantially all of the property and assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds of such sale, disposition or other transfer are applied in accordance with the applicable provisions of this Note GuaranteeIndenture, in connection with (1) any including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition, merger or disposition consolidation was made by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all to the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Subsidiary Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Subsidiary Guarantor then held by the Issuer Company and the Restricted Subsidiaries, or the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary or any Subsidiary Guarantor is released from its Guarantees of Indebtedness of the Issuer Company such that such Subsidiary Guarantor would not be required to provide a Guarantee of the Notes under Section 4.18 hereof, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided, however, that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Available Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Agreement, to the extent required thereby. Upon delivery by the Company to the Trustee of an Officers' Certificate and an opinion of counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Agreement, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture Agreement as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.15 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.15 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall will be --------------------------------- released and relieved of any obligations under this Note its Subsidiary Guarantee, (i) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance of all or substantially all of the assets of that Guarantor complies with the provisions of SECTION Section 4.10 hereof, including the application of the Net Proceeds therefrom; (2ii) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer applies sale of all such Capital Stock of that Guarantor complies with Section 4.10 hereof, including the application of the Net Cash Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) under the circumstances set forth in Section 4.17. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition by the Company or any of its subsidiaries of all the capital stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, or the Company certifies its intention to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of SECTION 4.10 hereof; (2) any this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee. In addition, if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor shall be released and relieved of any obligations under this its Note Guarantee, in connection with (1) any sale or other transfer or disposition . Upon delivery by the Issuer or any Subsidiary Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the Issuer of all or substantially all of the assets of effect that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuersale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition or designation was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Indenture, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Eleven.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation, sale or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Parent Guarantee or Subsidiary Guarantee, as applicable; provided that (i) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof and (ii) if the Guarantor is a party to the Environmental Indemnity Agreements, all rights afforded to such Guarantor are effectively assigned in full to the Person formed by or surviving any consolidation or merger (if other than the Company or another Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, pursuant to agreements reasonably satisfactory to the Trustee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 hereof, and the Trustee's satisfaction with the agreements described in clause (ii) above, if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of such release and dischargeGuarantor from its obligations under its Parent Guarantee or Subsidiary Guarantee, as applicable. Any Guarantor not released from its obligations under this Note its Parent Guarantee or Subsidiary Guarantee, as applicable, shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all of the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of either of the Issuer Issuers, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided, however, that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the applicable Issuer in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Note Guarantee. In addition, each of HCS I and dischargeHCS II shall be released from its obligations under its Note Guarantee upon execution of the Partnership Agreement and removal of HCS I and HCS as partners of the Partnership. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest Interest on the Notes and for the other obligations of any such Guarantor under this Indenture and the Collateral Documents as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Subsidiary or a parent of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that 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 the Net Proceeds of such sale or other disposition shall be subject to all applicable provisions of this Indenture, including without limitation Section 4.12 hereof. If a Restricted Subsidiary which is a Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of SECTION 4.10 Section 4.16 hereof; (2) , such Guarantor shall be released and relieved of any Obligations under its guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition or disposition of all of the Capital Interests in any Guarantor designation was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its guarantee. Any Guarantor not released from its obligations Obligations under this Note Guarantee its guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.Indenture.

Releases Following Sale of Assets. Any 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 a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary or a parent of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under its guarantee; provided that the net proceeds of such sale or other disposition shall be subject to all applicable provisions of this Indenture, including without limitation Section 4.12 hereof. If a Restricted Subsidiary which is a Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, such Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition its guarantee. Upon delivery by the Issuer or any Subsidiary Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the Issuer of all or substantially all of the assets of effect that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition or designation was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its guarantee. Any Guarantor guarantor not released from its obligations under this Note Guarantee its guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Indenture.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Guarantee, in connection with (1) any sale or other transfer or disposition by ; provided that the Issuer or any Subsidiary net proceeds of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition shall be applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.12 hereof. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the provisions of SECTION 4.10 Section 4.17 hereof; (2) , such Subsidiary shall be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.Indenture.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Equity Interests of any Guarantor then held by the Company and the Restricted Subsidiaries, or the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under Section 4.18 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided, however, that (i) the Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Agreement, to the extent required thereby, and (ii) such sale, other disposition or designation would not result in a Default hereunder. Upon delivery by the Company to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Agreement, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture Agreement as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved of any obligations under this Note Guaranteereleased; PROVIDED that, in connection with (1) any the event of an Asset Sale, the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall be released from and relieved of its Obliga- tions under its Note Guarantee or Section 11.03 hereof, as the case may be; PROVIDED that Guarantor (including by way i) in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligation under its Note Guarantee. Any Guarantor not released from its obligations Obligations under this its Note Guarantee shall remain liable for the full amount of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all of the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of either of the Issuer Issuers, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided, however, that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the applicable Issuer in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Note Guarantee. In addition, each of HCS I and dischargeHCS II shall be released from its obligations under its Note Guarantee upon execution of the Partnership Agreement and removal of HCS I and HCS II as partners of the Partnership. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest Interest on the Notes and for the other obligations of any such Guarantor under this Indenture and the Collateral Documents as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall will be released and relieved of any obligations under this Note its Subsidiary Guarantee, (i) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance of all or substantially all of the assets of that Guarantor complies with the provisions of SECTION Section 4.10 hereof, including the application of the Net Proceeds therefrom; (2ii) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer applies sale of all such Capital Stock of that Guarantor complies with Section 4.10 hereof, including the application of the Net Cash Proceeds therefrom and (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Eleven.

Releases Following Sale of Assets. Any Guarantor shall will be released from and relieved of any obligations under this its Note Guarantee, (i) in connection with (1) the event of any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all to the Capital Stock of that Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, (ii) if the Issuer Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if that Guarantor is released from its guarantee under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.11 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.11 hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor Concurrently with any Asset Sale (including, if applicable, all of the capital stock of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds of such sale or other transfer disposition are applied in accordance with the provisions of Section 4.3. If the assets sold in such sale or other disposition by include all or substantially all of the Issuer or assets of any Subsidiary Guarantor or all of the Issuer capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale of other disposition of all or substantially all of the assets of a Subsidiary Guarantor) shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 10.3, as the case may be; PROVIDED that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to an Asset Sale, the Net Proceeds from such transaction) an Affiliate of the Issuer, if the Issuer sale or the Guarantor applies the Net Cash Proceeds of that sale or other disposition are treated in accordance with the provisions of SECTION 4.10 hereof; (2) any Section 4.3. Upon delivery by the Company of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) hereofSection 4.3, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.X;

Releases Following Sale of Assets. Any In the event of (a) a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Guarantor shall or (c) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor or in the event of its designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) will be released and relieved of any obligations under this its Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of ; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.17 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.17 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Subject to Section 7.07 hereof, concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. In the event of a sale or other disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such merger, consolidation or otherwise, of all of the capital stock of such Guarantor in accordance with the provisions of SECTION 4.10 hereof; this Indenture) or the corporation acquiring the property or assets of such Guarantor (2) any in the event of a sale or other transfer or disposition of all or substantially all of the Capital Interests assets of such Guarantor), shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 11.05 hereof, as the case may be; provided that in any Guarantor by the Issuer or any Subsidiary event of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer applies the Net Cash Proceeds of that form such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (3) . Upon delivery by the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor Company and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate Guarantors to the Trustee certifying of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions to such release Company and dischargethe Guarantors in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11. The release of any Guarantor pursuant to this Section 11.06 shall be effective whether or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note GuaranteeNotwithstanding Section 12.03 hereof, in connection with (1) any the event of a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the other terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any Guarantee 107 Obligations under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its Guarantee Obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations Guarantee Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.12.

Releases Following Sale of Assets. Any Guarantor shall will be released and relieved of any obligations under this Note its Subsidiary Guarantee, : (i) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance of all or substantially all of the assets of that Guarantor complies with Section 4.10 hereof including the provisions application of SECTION 4.10 hereofthe Net Proceeds therefrom; (2ii) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer applies sale of all such Capital Stock of that Guarantor complies with Section 4.10 hereof including the application of the Net Cash Proceeds therefrom; and (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Ten.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under its Subsidiary Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.07 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the IssuerIndenture, the Issuerincluding, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenturewithout limitation, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) Section 4.07 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall will be released and relieved of any obligations under this its Note Guarantee, (i) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance of all or substantially all of the assets of that Guarantor complies with the provisions of SECTION 4.10 hereofthis Indenture; (2ii) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Restricted Subsidiary of the IssuerCompany, if the Issuer applies the Net Cash Proceeds sale of all such Capital Stock of that sale Guarantor complies with the provisions of this Indenture; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) upon dissolution or liquidation in accordance with the provisions of SECTION 4.10 hereof; (3) this Indenture. Upon delivery by the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate Company to the Trustee certifying of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions to such release and dischargeCompany in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.Ten.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of any Guaranteeing Subsidiary), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved of any obligations under this Note Guaranteereleased; PROVIDED that, in connection with (1) any the event of an Asset Sale, the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guaranteeing Subsidiary or all of the Capital Stock of any Guaranteeing Subsidiary, then such Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under its Subsidiary Guarantee or Section 11.03 hereof, as the case may be; PROVIDED that Guarantor (including by way i) in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guaranteeing Subsidiary from its Obligation under its Subsidiary Guarantee. Any Guarantor Guaranteeing Subsidiary not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor such Guaranteeing Subsidiary under this the Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that in the event of any obligations under this Note Guaranteean Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall be released and relieved of its obligations under its Subsidiary Guarantee or Section 11.03, hereof, as the case may be; provided that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale 60 or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Concurrently with any sale of assets of any Guarantor (including, if applicable, all of the Capital Stock of any Guarantor), any Security Interest in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor in accordance with the provisions of this Indenture) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor), shall be released and relieved of any obligations its Obligations under this Note Guaranteeits Subsidiary Guarantee and Section 10.03 hereof; provided that in the event of an Asset Sale, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.10. The release of any Guarantor pursuant to this Section 10.04 shall be effective whether or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any Concurrently with any sale, lease, conveyance or other disposition (by merger, consolidation or otherwise) of assets of the Guarantor (including, if applicable, disposition of all of the Capital Stock of the Guarantor), any Liens in favor of the Trustee in the assets sold, leased, conveyed or otherwise disposed of shall be released released; PROVIDED that in the event of an Asset Sale, such Asset Sale is effected, and relieved of any obligations under this Note Guaranteethe Net Proceeds therefrom are applied, in connection accordance with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary Section 3.10 of the Issuer Indenture. If the assets sold, leased, conveyed or otherwise disposed of (by merger, consolidation or otherwise) include all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate all of the Issuer, if the Issuer or Capital Stock of the Guarantor applies in each case, in compliance with the terms of the Indenture, then the Guarantor shall be automatically and unconditionally released from and relieved of its Obligations under its Guarantee; PROVIDED that in the event of an Asset Sale, such Asset Sale is effected, and the Net Cash Proceeds therefrom are applied, in accordance with Section 3.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that sale such sale, lease, conveyance or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (of Section 3.10 thereof, if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and discharge. Any of the Guarantor not released from its obligations Obligations under this Note Guarantee its Guarantee. Nothing herein shall remain liable for relieve the full amount of principal of and interest on Company from its obligation to apply the Notes and for the other obligations proceeds of any Guarantor under this Indenture Asset Sale as provided in this Article X.Section 3.10 of the Indenture.

Releases Following Sale of Assets. Any In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor (including by way of merger or consolidation), or any sale of all of the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, if the sale or other disposition complies with Section 4.12, or if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17, then such Subsidiary Guarantor (in the event of a sale of all of the Capital Stock of such Subsidiary Guarantor or a designation of such Subsidiary Guarantor as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition . Upon delivery by the Issuer or any Subsidiary Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the Issuer of all or substantially all of the assets of effect that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition or designation was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 or 4.17 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Equity Interests of any Guarantor then held by the Company and the Restricted Subsidiaries, or the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under Section 4.18 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided, however, that (i) the Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Agreement, to the extent required thereby, and (ii) such sale, other disposition or designation would not result in a Default hereunder. Upon delivery by the Company or a Guarantor to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Agreement, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee, and subject to Section 11.04 hereof, the Collateral Agent, at the direction of the Trustee and at the expense of the Company, shall execute any documents reasonably required to release the assets disposed of in such release and dischargetransaction. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture Agreement as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved If the assets sold in any Asset Sale permitted by this Indenture include all or substantially all of the assets of any obligations under this Note GuaranteeSubsidiary Guarantor or all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in connection with (1) any the event of a sale or other transfer or disposition by the Issuer or any Subsidiary of all of the Issuer capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way a Subsidiary Guarantor) shall be released and relieved of merger or consolidation) its obligations under its Subsidiary Guarantee made to a any Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerCompany; provided that in the event of such an Asset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by of all of the Issuer or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Issuer capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION 4.10 hereof; (2) any this Indenture, including without limitation with respect to a Permitted Reorganized Technologies Disposition, the requirements set forth in the definition of "Permitted Reorganized Technologies Disposition." Upon delivery by the Company to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) hereofwith respect to a Permitted Reorganized Technologies Disposition, have been satisfiedthe requirements set forth in the definition of Permitted Reorganized Technologies Disposition, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1i) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidationotherwise, (ii) a sale or other disposition of all of the Capital Stock of any Guarantor, in the case of clauses (i) and (ii) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate a Subsidiary of the IssuerCompany, if (iii) the Issuer release of any Guarantor from its guarantee under the Credit Agreement or the Existing Notes or (iv) the release of any Guarantor applies from guarantees of Indebtedness of the Net Cash Proceeds Company such that such Guarantor would not be required to provide a Guarantee of the Notes, then such Guarantor (in the case of clauses (ii), (iii) and (iv)) or the corporation acquiring the property (in the case of clause (i)) shall be released and relieved of any Obligations under its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Indenture, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest (including Contingent Interest, if any) on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1i) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate the Company or any other Guarantor, (ii) a termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the IssuerCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes in accordance with the terms set forth in Article 8 hereof or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 hereof, then such Guarantor (upon the occurrence of an event described in clauses (ii), (iii) or (iv) of this paragraph) or the corporation acquiring the property (upon the occurrence of an event described in clause (i) of this paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds, if the Issuer or the Guarantor applies the Net Cash Proceeds any, of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any ​ In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Note Guarantee, in connection with (1) any Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition, designation, release or disposition discharge was made by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. ​ Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.Indenture. ​

Releases Following Sale of Assets. Any Concurrently with any sale, lease, conveyance or other disposition (by merger, consolidation or otherwise) of assets of the Guarantor (including, if applicable, disposition of all of the Capital Stock of the Guarantor), any Liens in favor of the Trustee in the assets sold, leased, conveyed or otherwise disposed of shall be released released; PROVIDED that in the event of an Asset Sale, such Asset Sale is effected, and relieved of any obligations under this Note Guaranteethe Net Proceeds therefrom are applied, in connection accordance with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary Section 4.10 of the Issuer Indenture. If the assets sold, leased, conveyed or otherwise disposed of (by merger, consolidation or otherwise) include all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate all of the Issuer, if the Issuer or Capital Stock of the Guarantor applies in each case, in compliance with the terms of the Indenture, then the Guarantor shall be automatically and unconditionally released from and relieved of its Obligations under its Guarantee; PROVIDED that in the event of an Asset Sale, such Asset Sale is effected, and the Net Cash Proceeds therefrom are applied, in accordance with Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that sale such sale, lease, conveyance or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION of Section 4.10 (thereof, if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and discharge. Any of the Guarantor not released from its obligations Obligations under this Note Guarantee its Guarantee. Nothing herein shall remain liable for relieve the full amount of principal of and interest on Company from its obligation to apply the Notes and for the other obligations proceeds of any Guarantor under this Indenture Asset Sale as provided in this Article X.Section 4.10 of the Indenture.

Releases Following Sale of Assets. Any Guarantor shall will be released from and relieved of any obligations under this Note its Subsidiary Guarantee, (i) in connection with (1) the event of any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all to the Capital Stock of that Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, (ii) if the Issuer Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if that Guarantor is released from its guarantee under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.11 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.11 hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor of all of its assets to an entity which is not a Guarantor or the designation of a Guarantor to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.08), such Guarantor shall be deemed released and relieved of any from its obligations under this Note Guaranteeits Guarantee of the Notes or Section 11.03 hereof, as the case may be; provided, however, that any such termination shall occur only in connection with (1) any sale the event that all obligations of such Guarantor under all of its Guarantees of, and under all of its pledges of assets or other transfer or disposition by security interests which secure, any Indebtedness of the Issuer Company or any other Subsidiary of the Issuer Company shall also terminate upon such release, sale or transfer. In the event of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and Opinion of Counsel, each to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeGuarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Subject to compliance with Section 5.01 hereof, the Note Guarantee of a Guarantor and the security interests granted by that Guarantor to secure its Note Guarantee shall be released and relieved of any obligations under this Note Guarantee, released: (1) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor 101 (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate Xxxx Las Vegas, a Restricted Entity or one of their respective Restricted Subsidiaries, or the IssuerParent Guarantor, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance complies with the applicable provisions of SECTION this Indenture, including, without limitation, Section 4.10 hereof; or (2) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate Xxxx Las Vegas, a Restricted Entity or one of their respective Restricted Subsidiaries, or the IssuerParent Guarantor, if the Issuer applies sale complies with the Net Cash Proceeds applicable provisions of this Indenture, including, without limitation, Section 4.10 hereof. Upon delivery by Xxxx Las Vegas to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of SECTION this Indenture, including, without limitation, Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor and the Parent Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof or the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by ; PROVIDED that the Issuer or any Subsidiary net proceeds of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition shall be subject to all applicable provisions of this Indenture, including without limitation Section 4.12 hereof. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the provisions of SECTION 4.10 Section 4.17 hereof; (2) , such Subsidiary shall be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition or disposition of all of the Capital Interests in any Guarantor designation was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.Indenture.

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee, in connection with (1) any sale or other transfer or disposition by ; provided that the Issuer or any Subsidiary net proceeds of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.12 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Subject to compliance with Section 5.01 hereof, the Note Guarantee of a Guarantor and the security interests granted by that Guarantor to secure its Note Guarantee shall be released and relieved of any obligations under this Note Guarantee, released: (1) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate Xxxx Las Vegas, a Restricted Entity or one of the Issuertheir respective Restricted Subsidiaries, or Wynn Resorts if it is then a Parent Guarantor, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance complies with the applicable provisions of SECTION this Indenture, including, without limitation, Section 4.10 hereof; or (2) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary Stock of the Issuer a Guarantor, to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate Xxxx Las Vegas, a Restricted Entity or one of the Issuertheir respective Restricted Subsidiaries, or Wynn Resorts if it is then a Parent Guarantor, if the Issuer applies sale complies with the Net Cash Proceeds applicable provisions of this Indenture, including, without limitation, Section 4.10 hereof. Upon delivery by Xxxx Las Vegas to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of SECTION this Indenture, including, without limitation, Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, amalgamation, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, amalgamation, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Issuer Company and the Restricted Subsidiaries, or the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Subsidiary Guarantor is released from its Guarantees of Indebtedness of the Issuer Company such that such Guarantor would not be required to provide a Guarantee of the Notes under Section 4.18 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Available Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Agreement. Upon delivery by the Company to the Trustee of an Officers' Certificate and an opinion of counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Agreement, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture Agreement as provided in this Article X.Eleven.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture; provided, further, that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of SECTION 4.10 hereof; (2) this Indenture will constitute an Event of Default, but will not result in the reinstatement of any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Guarantee released in accordance with the provisions of SECTION 4.10 hereof; (3) this Section 11.01. Upon delivery by the occurrence of any other transaction permissible under this Indenture pursuant Company to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Certificate and an Opinion of Counsel to the Trustee certifying effect that such sale or other disposition was made by the conditions to such release and dischargeCompany in accordance with the provisions of this Indenture, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by of all of the Issuer or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Issuer capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.XI.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.07 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.07 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection with (1i) any sale of all of the Capital Interests of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary or (ii) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that a Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuera Restricted Subsidiary, if the Issuer then in each case such Guarantor (or the Guarantor applies Person concurrently acquiring such assets of such Guarantor) shall be released and relieved of any obligations under its Note Guarantee and any liens granted thereby in support thereof; provided that (A) the Net Cash Proceeds of that such sale or other disposition are applied in accordance with Section 4.10 and (B) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuer in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) hereofSection 4.10. Upon delivery to the Trustee of such Officers’ Certificate and Opinion of Counsel, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.XII.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, (1) in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) the Issuer or a Subsidiary or an Affiliate of the IssuerAffiliate, if the Issuer or the Guarantor applies the Net Cash Proceeds net proceeds of that sale or other disposition in accordance with the provisions of SECTION Section 4.10 hereof; hereof or (2) in connection with any sale or other transfer or disposition of all of the Capital Interests in any of a Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) the Issuer or a Subsidiary or an Affiliate of the IssuerAffiliate, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION Section 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant . Upon delivery to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Certificate and an Opinion of Counsel to the Trustee certifying effect that such sale or other disposition was made by the conditions to such release and dischargeIssuer in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Restricted Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any In the event of (a) any sale or other disposition of all or substantially all of the assets of any Guarantor, including by way of merger, consolidation or otherwise, to a Person that is not, either before or after giving effect to such transaction, the Company or a Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 herein; (b) any sale or other disposition of all of the Capital Stock of a Guarantor, including by way of dividend of the Capital Stock of such Guarantor to the stockholders of the Company, to a Person that is not, either before or after giving effect to such transaction, the Company or a Subsidiary of the Company if the sale or other disposition complies with Section 4.10 herein, or (c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.20 of this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under this Note its Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of ; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under this Note its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. In addition, the Note Guarantee of a Guarantor shall be released if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.15 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.15 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Notwithstanding the foregoing provisions, the Subsidiary Guarantee of Empress Casino Corporation will not be released upon the occurrence of a Trigger Event. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Subsidiary Guarantor, by way of merger merger, consolidation or consolidation) to otherwise, or a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, which sale or other disposition otherwise complies with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 Section 4.08 hereof; (2) any . Upon delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.08 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence the release of any such release and dischargeSubsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes Debentures and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved of any obligations under this Note Guaranteereleased; PROVIDED that, in connection with (1) any the event of an Asset Sale, the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall be released from and relieved of its Obligations under its Subsidiary Guarantee or Section 11.03 hereof, as the case may be; PROVIDED that Guarantor (including by way i) in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof; hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligation under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer or disposition by of all of the Issuer or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, a sale or other disposition of all of the Issuer capital stock of any Subsidiary Guarantor or the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Indenture, including without limitation Section 4.10 hereof; (2) any . Upon delivery by each Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Issuers in accordance with the applicable provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.10. ARTICLE ELEVEN

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee; provided that (i) in the event of an Asset Sale, in connection with (1) any the Net Proceeds from such sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition dispositions are treated in accordance with the provisions of SECTION Section 4.10 hereof; hereof and (2ii) any sale or the Company is in compliance with all other transfer or disposition provisions of all of the Capital Interests in any Guarantor this Indenture applicable to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its Obligation under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium, if any, and interest on the Senior Notes and for the other obligations Obligations of any such Subsidiary Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer disposition of, in one or more related transactions, all or substantially all of the assets of any Guarantor, including by way of merger, amalgamation, combination, 91 consolidation or otherwise, or a sale or other disposition by of all the Issuer Share Capital of any Guarantor, in each case, to a Person that is not, either before or any after giving effect to such transactions, a Subsidiary of the Issuer Company, or the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Section 4.19 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Share Capital of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition complies with the applicable provisions of this Indenture, including, without limitation, Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; PROVIDED, FURTHER, that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of SECTION 4.10 hereof; (2) this Indenture will constitute an Event of Default, but will not result in the reinstatement of any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Guarantee released in accordance with the provisions of SECTION 4.10 hereof; (3) this Section 11.01. Upon delivery by the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate Company to the Trustee certifying of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions to such release and dischargeCompany in accordance with the provisions of this Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Concurrently with any sale or other disposition of assets of any Guarantor (including, if applicable, all of the Capital Stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, or in the case the Company designates a Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor, or in the case the Company designates a Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor), shall be released and relieved of any obligations its Obligations under this Note Guaranteeits Subsidiary Guarantee and Section 10.03; provided that in the event of an Asset Sale, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION 4.10 hereof; (2) any Section 4.10. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the IssuerIndenture, the Issuerincluding, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenturewithout limitation, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeSection 4.10, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its Obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article X.Ten. The release of any Guarantor pursuant to this Section 10.04 shall be effective whether or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transactiontransactions) an Affiliate a Subsidiary of the IssuerCompany, if then such Guarantor (in the Issuer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee and all security interests granted by that Guarantor to the Joint Collateral Agent; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall will execute any documents reasonably requested by the Issuer required in order to evidence such the release of any Guarantor from its obligations under its Subsidiary Guarantee. Additionally, the Subsidiary Guarantee of a Guarantor and dischargeall security interests granted by that Guarantor to the Joint Collateral Agent will be released if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Secured Obligations and this Indenture as provided in this Article X.10.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations hereunder and under its Subsidiary Guarantee; PROVIDED that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.10.