Common use of Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion Clause in Contracts

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 and Article 4, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a Subsidiary Guarantor may sell or otherwise dispose all or substantially all of such Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided that if the surviving Person of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate of the Company, such merger, consolidation or sale shall not be permitted unless: (A) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (B) immediately after giving effect to such transaction, no Default or Event of Default exists; and (C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 and Article 4, each Subsidiary Guarantor may (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any such Subsidiary Guarantor, or (ii) a Subsidiary Guarantor may sell or otherwise dispose all or substantially all of such Subsidiary Guarantor’s assets (including by way of merger or consolidation)'s assets; provided that if the surviving Person of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate of the Company, such merger, consolidation or sale shall not be permitted unless: (A) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (B) immediately after giving effect to such transaction, no Default or Event of Default exists; and (C) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s 's conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 7 hereof. At the request of the Company, the Trustee shall execute and deliver any documents, instructions or instruments evidencing the consent of the Holders to any release in accordance with this Article 9.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit FacilityObligations, the 2006 Notes, the 2008 Notes, the 2013 Notes and the 2023 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 Article III and Article 4IV, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person corporation of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (Ciii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that (x) with respect to each Subsidiary Guarantor other than MCA, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Obligations, the 2006 Notes, the 2008 Notes, the 2013 Notes, the 2023 Notes and related documentation terminate upon consummation of such transaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 VIII hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit FacilityAgreement, the 2006 Notes, the 2008 Notes, the 2013 Notes or the Remaining Old Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the contribution claims and obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 Article III and Article 4IV, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership, limited liability company or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person entity of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate a Subsidiary Guarantor of the Company, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (Ciii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary Guarantor of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that (x) with respect to each Subsidiary Guarantor other than MCA, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes, the 2013 Notes and the Remaining Old Notes and related documentation terminate upon consummation of such transaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 VIII hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit FacilityAgreement, the 2006 Notes, the 2008 Notes and the 2013 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 Article III and Article 4IV, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person corporation of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (Ciii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that (x) with respect to each Subsidiary Guarantor other than MCA, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes and the 2013 Notes and related documentation terminate upon consummation of such transaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s 's conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 VIII hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a1) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b2) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 Article VIII and Article 4, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority X of the total voting power of the Capital Stock or other interests of any Subsidiary GuarantorIndenture, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person corporation of any such merger or consolidation is not the Company or an Affiliate a Subsidiary of the Company, Parent or any such sale is not to the Company or an Affiliate of the CompanySubsidiary Issuer, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this the Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (Ciii) the Company Parent and the Subsidiary Issuer each delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Parent or a Subsidiary of the Parent, which sale or disposition is otherwise in compliance with this the Indenture, such Subsidiary Guarantor will be released from all its obligations under this the Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c3) Each Subsidiary Guarantor will be deemed released from all its obligations under this the Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 hereofIV of the Indenture.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 and Article 4, each Subsidiary Guarantor may (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority or more of the total voting power of the Capital Stock or other interests of any such Subsidiary Guarantor, or (ii) a Subsidiary Guarantor may sell or otherwise dispose all or substantially all of such Subsidiary Guarantor’s assets (including by way of merger or consolidation)'s assets; provided that if the surviving Person of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate of the Company, such merger, consolidation or sale shall not be permitted unless: (A) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (B) immediately after giving effect to such transaction, no Default or Event of Default exists; and (C) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s 's conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under any of the Senior Credit FacilityFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 and Article 44.1, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership, limited liability company or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person corporation, partnership, limited liability company or trust of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and exists and (Ciii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminateterminate without any further action by the Trustee or any Holder or any other Person effective at the time of such sale; provided, however, that any such release and termination will occur only to the extent that such Subsidiary Guarantor is released from its obligations under the Credit Facilities and related documentation. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 VIII hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit FacilityObligations, the 2013 Notes, the 2023 Notes and the 2035 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 Article III and Article 4IV, (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any Subsidiary Guarantor, or (ii) a each Subsidiary Guarantor may consolidate with or merge into or sell or otherwise dispose all or substantially all of such its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor’s assets (including by way of merger or consolidation); provided , except that if the surviving Person corporation of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless: unless (Ai) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, , (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (Ciii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease))) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that (x) with respect to each Subsidiary Guarantor, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Obligations, the 2013 Notes, the 2023 Notes, the 2035 Notes and related documentation terminate upon consummation of such transaction. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 VIII hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Existing Senior Credit FacilityNotes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company Issuer or another Subsidiary Guarantor without limitation. Subject to Section 3.04 4.05 and Article 410, each Subsidiary Guarantor may (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any such Subsidiary Guarantor, or (ii) a Subsidiary Guarantor may sell or otherwise dispose all or substantially all of such Subsidiary Guarantor’s assets (including by way of merger or consolidation)assets; provided that if the surviving Person of any such merger or consolidation is not the Company or an Affiliate of the CompanyIssuer that is not a Subsidiary Guarantor, or any such sale is not to the Company or an Affiliate of the CompanyIssuer that is not a Subsidiary Guarantor, such merger, consolidation or sale shall not be permitted unless: (A) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of AmericaU.S., any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the SecuritiesNotes, this Indenture and the Subsidiary Guarantee, (B) immediately after giving effect to such transaction, no Default or Event of Default exists; and (C) the Company Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security Note will automatically terminate immediately prior to such SecurityNote’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities Notes pursuant to the provisions of Article 8 11 hereof.

Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.04 and Article 4, each Subsidiary Guarantor may (i) the Company may sell or otherwise dispose (including by way of merger or consolidation), in one or more series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of any such Subsidiary Guarantor, or (ii) a Subsidiary Guarantor may sell or otherwise dispose all or substantially all of such Subsidiary Guarantor’s assets (including by way of merger or consolidation)assets; provided that if the surviving Person of any such merger or consolidation is not the Company or an Affiliate of the Company, or any such sale is not to the Company or an Affiliate of the Company, such merger, consolidation or sale shall not be permitted unless: (A) the Person formed by or surviving any such consolidation or merger or to whom such sale is made is a corporation, partnership, trust or limited liability company organized existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (B) immediately after giving effect to such transaction, no Default or Event of Default exists; and (C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee will terminate. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security’s conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article 8 hereof.