Common use of Limitation on Liability; Termination, Release and Discharge Clause in Contracts

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of a Subsidiary substantially all of the assets of any Guarantor shall terminate uponunless: (1i) the resulting, surviving or transferee Person shall be a sale corporation, partnership, trust or other disposition (including by way of consolidation or merger) limited liability company organized and existing under the laws of the Capital Stock United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all the of its assets of (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate; provided, however, that (1) the sale or other disposition is in compliance with this Indenture, including Section 5.01 (other than to the Issuer or a Restricted Subsidiary clause (c) thereof); and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) all the designation in accordance with obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or its Subsidiaries terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate upon the legal defeasance of the Securities pursuant to the provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that and such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance designation complies with the directions other applicable provisions of the Issuer and/or the Guarantor, as the case may bethis Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The A Note Guarantee of a Subsidiary Guarantor shall terminate uponbe automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantee and this Indenture shall be released and discharged: (1i) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of that Guarantor (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 Restricted Subsidiary, if such sale or other disposition is permitted by this Indenture; (ii) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise such sale or other disposition is permitted by this Indenture (including pursuant and the Guarantor ceases to an enforcement action in accordance with be a Restricted Subsidiary of the Intercreditor Agreements)Company as a result of the sale or other disposition; (2iii) if the designation Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorIndenture; or (7iv) the achievement upon legal defeasance, covenant defeasance or satisfaction and discharge of Investment Grade Status this Indenture pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date8.02, Section 8.03, or Section 11.01. (c) The If any Guarantor is released from its Note Guarantee Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee are Guarantors will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIbe released from their Note Guarantees. (d) The Trustee, upon receipt In the case of any applicable Officer’s transaction described in Section 10.02(b)(i) or (b)(ii) or in the event that the Company otherwise requests the Trustee to acknowledge any release pursuant to Section 10.02, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (e) The release such of a Guarantor from its Note Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.02 shall not preclude the Issuer and/or the Guarantor, as the case may befuture application of Section 4.20 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Guarantee of by a Subsidiary Guarantor shall terminate will be automatically and unconditionally released and discharged, and such Subsidiary’s obligations under the Guarantee and this Indenture will be automatically and unconditionally released and discharged, upon: (1) a any sale, exchange, transfer or disposition of such Guarantor (by merger, consolidation, or the sale or other disposition (including by way of consolidation or merger) of of), the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Subsidiary or the sale or disposition of all or substantially all the of its assets of (other than by lease), whether or not the Guarantor is the surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 4.01 and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with y) all the Intercreditor Agreements); obligations of such Guarantor under all Debt of the Company or its Subsidiaries terminate upon consummation of such transaction; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary Company exercising either Legal Defeasance or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; Covenant Defeasance under either Section 8.02 or Section 8.03; or (3) defeasance the applicable Guarantor becoming or constituting an Excluded Subsidiary; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to release and discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note ’s Guarantee shall be reinstated upon the Reversion Datehave been complied with. (c) The Note Such Guarantor will be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Guarantee and such Guarantee shall terminate and be of Holdings no further force and effect if (x) such sale, exchange, transfer or any other direct or indirect parent disposition is made in compliance with this Indenture, including Section 4.01 and (y) all the obligations of such Guarantor under all Debt of the Issuer that provides a Guarantee will Company or its Subsidiaries terminate upon defeasance or discharge consummation of the Notes, as provided in Article VIII and Article XIsuch transaction. (d) The TrusteeIf the Guarantee of any Guarantor is deemed to be released and discharged or is automatically released and discharged, upon receipt delivery by the Company to the Trustee of any applicable an Officer’s Certificate stating the identity of the released Guarantor and the basis for the release in reasonable detail and an Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments the Trustee will execute any documents reasonably required in order to evidence the release and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions discharge of the Issuer and/or the Guarantor, as the case may beGuarantor from its obligations under its Guarantee.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (Indenture, including pursuant to an enforcement action in accordance compliance with the Intercreditor Agreements)Section 3.5; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release); or (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor Guarantor, in each case, in compliance with the applicable provisions of this Indenture. At the Issuer’s written request and expense, following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable an Officer’s Certificate and Opinion of Counsel, the Trustee shall promptly execute, execute and deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of an instrument prepared by the Issuer and/or the Guarantor, as the case may beevidencing such release.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under applicable law as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a any Person other than to the Issuer or a Restricted Subsidiary Subsidiary) and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Issuers of any Indebtedness of the Issuers under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuers or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Guarantees under the Credit Facilities) 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 Obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign Federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Subsidiary Guarantee of by a Subsidiary Guarantor shall terminate uponwill be automatically and unconditionally released and discharged: (1) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of the that Subsidiary Guarantor (including by way of merger or consolidation) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with of the Intercreditor Agreements)Company, if the sale or other disposition does not violate Section 3.5; (2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the designation in accordance with this Indenture Company or a Restricted Subsidiary of the Company, if such sale or other disposition does not violate Section 3.5, and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result thereof; (3) if the Company designates that Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XIaccordance with Section 3.15; (4) upon satisfaction and discharge, or legal defeasance or covenant defeasance pursuant to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clauseArticle VIII; (5) [reserved];at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII Section 3.11. Upon the Company’s request and Article XI. (d) The Trusteeat its expense, upon receipt the Trustee will provide evidence of the release of any applicable Officer’s Subsidiary Guarantee, provided the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Section 10.2 relating to the release of such Subsidiary Guarantee have been requested complied with. Any released Subsidiary Guarantor will again provide a Subsidiary Guarantee if required to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may bedo so pursuant to Section 3.11.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1i) other than in the case of Parent or any other direct or indirect parent of the Company, a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements);Indenture, (2ii) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;, (3iii) defeasance or discharge of the Notes, as provided in Articles VIII or XI;, or (4iv) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the Guarantee referred to in such clause;, or (5v) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of being released from all of its assets obligations under all of its Guarantees of payment by the Company of any Non-Funding Indebtedness of the Company under all loan facilities and debt securities of the Company (it being understood that a release subject to the Issuer or another Guarantorreinstatement is considered a release); or (7vi) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under applicable law as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, or state law and not law, or otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor (x) in the case of clause (i) below, at the election of the Issuer, may be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall terminate uponbe released and discharged and (y) in the case of clauses (ii), (iii), (iv) and (v) below, shall be automatically (and without any further action on the part of the Issuer or any Secured Party) be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall be released and discharged: (1i) if after the date of this Indenture, such Guarantor ceases to own any Material Intellectual Property in a transaction permitted under this Indenture; (ii) in connection with any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation or mergeramalgamation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer; (iii) in connection with any sale or other disposition of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the such Guarantor is no longer a Restricted SubsidiarySubsidiary of the Issuer; (3iv) defeasance in connection with the dissolution of such Guarantor under applicable law; provided that the Person who receives the assets of such dissolving Guarantor shall be or become a Note Party if such Person is a Subsidiary of the Issuer; or (v) upon discharge of the NotesNotes or Covenant Termination, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion DateArticle 3. (c) The With respect to any release of any Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The TrusteeGuarantee, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the other Notes Documents, as applicable, to such release have been met and that it is proper for the Trustee or the Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any applicable instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Note Guarantee permitted to be released pursuant to this Indenture. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any other Notes Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation or mergerdividend distribution) of the Capital Stock of such a Subsidiary Guarantor or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Subsidiary Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted not prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the a Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor, other than the Indirect Parent or the Company, being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement or (ii) in the case of a Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) in the case of the Subsidiary Guarantees, the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee Guarantees shall be reinstated upon the Reversion Date.Date pursuant to Section 3.21; and (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in 8) pursuant to Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor (or, with respect to a Designated Entity that is a Guarantor, the implementation of the Staggered Emergence) after which such Guarantor is no longer a Restricted Subsidiary, or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer with respect to each Credit Agreement then in effect or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, such Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under any Credit Agreement or any such Other Guarantee is to be reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) at any time following the Conversion Date, upon the achievement of Investment Grade Status pursuant by the Notes, so long as no Event of Default shall have occurred and then be continuing with respect to Section 3.17the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; (c) The 8) solely with respect to any Guarantor providing a DIP Note Guarantee of Holdings or any other direct or indirect parent that will not be required to provide an Exit Note Guarantee upon the occurrence of the Issuer that provides a Guarantee will terminate Conversion Date, upon defeasance or discharge the occurrence of the Notes, as provided in Article VIII and Article XI.Conversion Date; and (d9) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver as permitted under Section 9.1 or acknowledge all documents, instruments and releases that have been requested to release such Guarantee 9.2 or otherwise give effect to, evidence or confirm such release in accordance with the directions provisions of the Issuer and/or the GuarantorDIP Security Documents or Exit Security Documents, as the case may beapplicable.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each any Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Securities Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Securities Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Securities Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, without the consent of the Holders, and no further action by the Company, any Guarantor or the Trustee shall be required for such release (unless the Company shall notify the Trustee that no release and discharge shall occur as a result thereof) upon: (1) a the sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor to a Person other than the Company or any Subsidiary of the Company in a transaction or series of transactions not prohibited by this Indenture; (2) the sale or other disposition of all or substantially all of the assets of the such Guarantor to a Person other than to the Issuer Company or any Subsidiary of the Company in a Restricted Subsidiary and as otherwise permitted transaction or series of transactions not prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted SubsidiaryIndenture; (3) defeasance upon Legal Defeasance or discharge of the Notes, Covenant Defeasance as provided in Articles Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI;; or (4) the delivery of an Officers’ Certificate to the extent Trustee that such Guarantor is does not an Immaterial Subsidiary solely due to guarantee the operation of clause (i) of Company’s obligations under the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion DateCredit Agreement. (c) The Note Any Guarantor not released from its obligations under its Securities Guarantee shall remain liable for the full amount of Holdings or principal of and interest on the Securities and for the other obligations of any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, Guarantor as provided in this Article VIII and Article XI.X. (d) The Trustee, upon receipt At any time after the issuance of any applicable Officer’s Certificate series of Securities that is entitled to the benefits of any Securities Guarantee, including following the release of a Guarantor from its Securities Guarantee, the Company shall cause any of its Subsidiaries that is a guarantor under the Credit Agreement to promptly execute and Opinion deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Guarantor in respect of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions series of the Issuer and/or the Guarantor, as the case may beSecurities.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor and the other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor as a result of which, such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Parent Guarantor or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action Subsidiary, in each case, in accordance with the Intercreditor Agreements)this Indenture; (2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) the defeasance or discharge of the Notes, as provided in Articles ARTICLES VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause[Reserved]; (5) [reserved];such Subsidiary Guarantor being (or being substantially concurrently) released from all of (i) its obligations under all of its Guarantees of payment of any Indebtedness under a Credit Facility or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Subsidiary Guarantor pursuant to SECTION 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated), (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; Indenture, or (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a any sale or other disposition (including by way of consolidation consolidation, amalgamation or merger) of the Capital Stock of such Guarantor after which such Guarantor is no longer a Restricted Subsidiary, or the any sale or other disposition of all or substantially all the assets of the Guarantor Guarantor, to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise Subsidiary, in each case, if such sale or other disposition is permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not being released from all of its obligations under all of its Guarantees of (i) payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an Immaterial Subsidiary solely due “Other Guarantee”) as a result of its Guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7, the operation relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) of the definition of “Immaterial Subsidiary,” upon the or (ii) (it being understood that a release of all guarantees referred subject to in a contingent reinstatement is still considered a release, and if any such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation Indebtedness of such Guarantor with and into under the Issuer Credit Agreement or another Guarantor that any Other Guarantee is the surviving Person in such mergerso reinstated, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall also be reinstated upon the Reversion Datereinstated). (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this the Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of a Subsidiary substantially all of the assets of any Guarantor shall terminate uponunless: (1) the resulting, surviving or transferee Person shall be a sale corporation, partnership, trust or other disposition (including by way of consolidation or merger) limited liability company organized and existing under the laws of the Capital Stock United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; or (4) the transaction is made in compliance with Section 5.01 of the Base Indenture (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all the of its assets of (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person other than to which is not the Issuer Company or a Restricted Subsidiary, such Guarantor will be automatically released from all its obligations under the Indenture and its Subsidiary Guarantee and as otherwise permitted by this the Registration Rights Agreement and such Subsidiary Guarantee will terminate; provided, however, that (1) the sale or other disposition is in compliance with the Indenture, including Section 5.01 of the Base Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreementsother than clause (c) thereof); ; and (2) all the designation in accordance with this Indenture obligations of such Guarantor under the Credit Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under the Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate upon the legal defeasance of the Securities pursuant to the provisions of Article VIII of the Base Indenture. (d) Each Guarantor shall be released from its obligations under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or and such designation complies with the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge other applicable provisions of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion DateIndenture. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture Guarantee to the contrary notwithstanding, the obligations maximum aggregate amount of each the Obligations guarantied hereunder by the Guarantor hereunder shall be limited to not exceed the maximum amount that can be hereby guarantied without rendering this Guarantee, as willit relates to such Guarantor, after giving effect voidable under applicable law, including without limitation applicable law relating to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights or remedies of creditors generally. (b) The Note This Guarantee shall terminate and be of a Subsidiary no further force or effect, and the Guarantor shall terminate upon: automatically and unconditionally be released and discharged from all liabilities and obligations in respect hereof, upon (1w) a sale payment in full of the principal amount of all outstanding Securities (whether by payment at maturity, purchase, redemption, defeasance, retirement or other disposition acquisition) and all other monetary Obligations then due and owing, (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2x) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation merger or consolidation of such the Guarantor with and into the Issuer Company or another Note Guarantor that is the surviving Person in such merger, amalgamation merger or consolidation, or upon (y) the liquidation exercise by the Company of such its legal defeasance option or its covenant defeasance option, or (z) the sale or other transfer (i) by the Guarantor following the transfer of all or substantially all of its assets to or (ii) by the Issuer Company or another Guarantor; or (7) the achievement a Restricted Subsidiary of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent all of the Issuer capital stock or other equity interests in the Guarantor held by the Company or such Restricted Subsidiary, to a Person that provides a Guarantee will terminate upon defeasance or discharge is not an Affiliate of the NotesCompany; provided, as provided however, that, in Article VIII and Article XI. the case of this clause (dz), (1) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver such sale or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release transfer is made in accordance with the directions terms of the Issuer and/or Indenture (including Section 4.6 thereof), and (2) all obligations of the Guarantor under, and all of its guarantees of, and all of its pledges of assets or other security interests which secure, any Bank Indebtedness of the Company shall also terminate upon such release, sale or transfer (other than with respect to any such Indebtedness that is assumed by any Person that is not an Affiliate of the Company). Upon notice to the Trustee that any such payment, merger, consolidation, exercise, sale or transfer has occurred or is occurring, the Trustee shall execute all agreements and instruments confirming and acknowledging such termination, release and discharge as may be reasonably requested by the Guarantor, as and the case may beTrustee shall return the original Guarantee to the Guarantor.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees Guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Note Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Each Guarantor shall terminate uponbe automatically and unconditionally released and discharged from its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall be automatically and unconditionally terminate, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor or the termination of such Subsidiary Guarantee: (1i) a sale upon any sale, exchange, issuance, transfer or other disposition (including by way of consolidation merger, consolidation, amalgamation, dividend, distribution or mergerotherwise) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreementsany sale, exchange or transfer); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event , after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (including any amendments thereof); (ii) upon such Guarantor becoming an Excluded Subsidiary; (3iii) defeasance or discharge upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the Notes, as provided in Articles VIII or XIapplicable provisions of this Indenture; (4iv) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release Company exercising its legal defeasance option or covenant defeasance option in accordance with Article Eight or the Company’s obligations under this Indenture being discharged in accordance with the terms of all guarantees referred to in such clausethis Indenture; (5v) [reserved]; (6) upon the merger, amalgamation amalgamation, consolidation or consolidation winding up of such Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation amalgamation, consolidation or consolidationwinding up, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7vi) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Dateas described under Article Nine hereof. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor Guarantor, or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor Guarantor, to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment (i) by the Company of any Indebtedness of the Company under any Corporate Indebtedness of the Company under all loan facilities and debt securities of the Company or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7 hereof, by the Company or the applicable Guarantor of the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, 8) as provided described in Article VIII and Article XISection 9.2. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee the Guaranty or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee the Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Upon the sale or disposition of a 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 Guarantor is the surviving corporation in such transaction, to a Person which is not one of the Issuers or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture, the Guaranty and the Security Documents to which it is a party, its obligations under the Guaranty will terminate and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Security Documents shall be released with respect to the Securities if the sale or other disposition is in compliance with this Indenture, including this Section 10.2. (b) The Note Guarantee of Each Guarantor will be deemed released from all its obligations under this Indenture, the Guaranty and the Security Documents to which it is a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) party, and its obligations under the Guaranty will terminate, upon the legal defeasance of the Capital Stock Securities or upon satisfaction and discharge of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than this Indenture, in each case pursuant to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture provisions of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIhereof. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1a) a sale any sale, exchange, disposition or other disposition transfer (including by way of consolidation merger or mergerotherwise) of (i) the Capital Stock of such a Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreementsany sale, exchange, disposition or transfer); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event , after which the applicable Guarantor is no longer a Restricted SubsidiarySubsidiary or (ii) all or substantially all of the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (3b) defeasance the release or discharge of the Notesguarantee by, or direct obligation of, such Guarantor with respect to the Senior Secured Credit Facilities or the Guarantee which resulted in the creation of such Note Guarantee, except a discharge or release by or as provided a result of payment under such guarantee or direct obligation; (c) the designation of any Guarantor as an Unrestricted Subsidiary in Articles VIII compliance with the applicable provisions of this Indenture; (d) exercise of Legal Defeasance or Covenant Defeasance by the Issuer as described under Section 8.1 or Section 8.2 or the Issuer’s obligations under this Indenture being discharged in accordance with ARTICLE XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6e) the merger, consolidation or amalgamation or consolidation of such any Guarantor with and into the Issuer or Issuer, another Guarantor or a Person that is will become a Guarantor upon the surviving Person in consummation of such merger, amalgamation consolidation or consolidationamalgamation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7f) the achievement of Investment Grade Status pursuant to Section 3.17as described in ARTICLE IX; provided that such Note Guarantee shall be reinstated upon the Reversion Date.and (c2) The Note Guarantee of Holdings or any other direct or indirect parent of such Guarantor delivering to the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Trustee an Officers’ Certificate and an Opinion of Counsel, shall promptly executesubject to customary assumptions and exclusions, deliver or acknowledge stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. Upon request, the Trustee shall execute an instrument evidencing the release of such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of a Subsidiary substantially all of the assets of any Guarantor shall terminate uponunless: (1i) the resulting, surviving or transferee Person shall be a sale corporation, partnership, trust or other disposition (including by way of consolidation or merger) limited liability company organized and existing under the laws of the Capital Stock United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a 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 such Guarantor is the assets of the Guarantor surviving corporation in such transaction to a Person other than to which is not the Issuer Company or a Restricted Subsidiary and as otherwise permitted by Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (including pursuant to an enforcement action in accordance with 1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the Intercreditor Agreements); obligations of such Guarantor; and (2) all the designation obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance with herewith. (d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture of Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that and such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance designation complies with the directions other applicable provisions of the Issuer and/or the Guarantor, as the case may bethis Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under Applicable Laws as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, or state law and not law, or otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate uponbe automatically (and without any further action on the part of the Company or any Secured Party) be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall be automatically released and discharged: (1i) upon a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of all of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary another Note Party and as otherwise permitted by this Indenture (Indenture, including pursuant to an enforcement action in accordance compliance with the Intercreditor Agreements)Section 4.25; (2ii) if after the designation date of this Indenture, any Guarantor is or becomes an Excluded Subsidiary in accordance with a transaction permitted under this Indenture and for a bona fide business purpose and not for the sole purpose of the Guarantor being released from its obligations as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted SubsidiaryGuarantor; (3iii) defeasance or upon satisfaction and discharge of the Notes, as provided in Articles VIII or XISection 3.01; (4iv) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture, including Section 4.25; or (7v) with the achievement consent of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Daterequisite Holders of Notes in accordance with Article 10 of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of Notes. (c) The With respect to any release of any Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The TrusteeGuarantee, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the other Notes Documents, as applicable, to such release have been met and the Trustee or the Collateral Agent is authorized or permitted to execute and deliver the documents requested by the Company in connection with such release, and any applicable instruments of termination, satisfaction, discharge or release prepared by the Company, the Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release and discharge of any Note Guarantee or Guarantor permitted to be released pursuant to this Indenture. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any other Notes Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each the Subsidiary Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Agreement) 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) law. The Note Guarantee of a Subsidiary Guarantor shall terminate upon: may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. The Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (1) a sale whether or other disposition (including by way of consolidation or merger) of not affiliated with the Capital Stock of such Guarantor or Subsidiary Guarantor). Upon the sale or disposition of the Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all the assets of the Guarantor its assets) to a Person other than to (whether or not an Affiliate of the Issuer Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or a Restricted Subsidiary and as disposition is otherwise permitted by this in compliance with the Indenture (including pursuant to an enforcement action in accordance with Section 3.7), the Intercreditor Agreements); (2) Subsidiary Guarantor shall be deemed released from all its obligations under the designation in accordance with Indenture and its Subsidiary Guarantee and this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of Guarantee shall terminate; provided, however, that any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) such termination shall occur only to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) all obligations of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of under all of its guarantees of, and under all of its pledges of assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or other security interests which secure, any other direct or indirect parent Indebtedness of the Issuer that provides a Guarantee will Company shall also terminate upon defeasance such release, sale or discharge of the Notes, as provided in Article VIII and Article XItransfer. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4 and Section 3.11 and the definition of “Unrestricted Subsidiary”; (3) the Issuer’s exercise of its legal defeasance option or discharge of the Notes, covenant defeasance option as provided in Articles described under Article VIII or XI;if the Issuer’s Obligations under this Indenture are discharged (including through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; or (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause release or discharge (iincluding a simultaneous release or discharge) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the mergerGuarantee by, amalgamation or consolidation of direct obligation of, such Guarantor of the Obligations under all Triggering Indebtedness, except a discharge or release by or as a result of payment in connection with and into the Issuer enforcement of remedies under such guarantee or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Datedirect obligation. (c) The Note Guarantee In the case of Holdings or any other direct or indirect parent Section 10.2(b), to the extent the Issuer requests evidence of the release of a Guarantor through a supplemental indenture or amendment to this Indenture or other documentation, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as all conditions precedent provided for in Article VIII and Article XIthis Indenture relating to such transaction have been complied with. (d) The Trustee, upon receipt release of any applicable Officer’s Certificate a Guarantor from its Guarantee and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.9 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted if such sale, exchange, transfer or other disposition is not prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event not prohibited by this Indenture after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment (i) by the Issuer of any Indebtedness of the Issuer under the Credit Agreement and (ii) its guarantee of all other Indebtedness of the Issuer or a Guarantor guaranteed pursuant to Section 3.07 hereof, except in the case of clause (i) or (ii) above, a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) the achievement occurrence of Investment Grade Status pursuant to Section 3.17a Covenant Suspension Event; provided that following a Reversion Date, if any, each such Note Guarantee of any Guarantor shall be reinstated to the extent and within the time frame required under Section 3.07; (8) as described under Article IX; (9) to the extent that such Guarantor has become an Excluded Subsidiary as a result of a transaction or designation in compliance with the applicable provisions of this Indenture; (10) upon payment in full of the principal amount of the Notes outstanding at such time, plus accrued and unpaid interest, if any, to, but excluding, the applicable payment or redemption date, and all other Obligations under this Indenture, the Guarantees and the Notes Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, whether by redemption or otherwise in accordance with this Indenture; (11) to the extent that such Guarantor has provided a Note Guarantee in the Issuer’s discretion in accordance with Section 3.07(b), upon the Reversion DateIssuer’s delivering written notice to the Trustee of its election to release such Guarantor from its Note Guarantee, so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) and such Subsidiary is not otherwise required to be a Guarantor at the time of such release in accordance with the provisions of this Indenture. (c) The Note Guarantee of Holdings or any other direct or indirect parent of Issuer shall provide the Issuer that provides a Guarantee will terminate upon defeasance or discharge of Trustee and the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt Notes Collateral Agent with written notice of any applicable Officer’s Certificate and Opinion release of Counsel, a Guarantor; provided that failure to deliver such notice shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release not affect such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may berelease.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) other than in the case of Parent, Topco, Holdings or any other direct or indirect parent of the Issuer, a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements);Indenture, (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;, (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI;, (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c5) The with respect to the Note Guarantee of Parent, Topco, Holdings or and any other direct or indirect parent Parent Entity of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The TrusteeKCI, upon receipt the occurrence of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may bea Trigger Event.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor (or, with respect to a Designated Entity that is a Guarantor, the implementation of the Staggered Emergence) after which such Guarantor is no longer a Restricted Subsidiary, or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer with respect to each Credit Agreement then in effect or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, such Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under any Credit Agreement or any such Other Guarantee is to be reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) at any time following the Conversion Date, upon the achievement of Investment Grade Status pursuant by the Notes, so long as no Event of Default shall have occurred and then be continuing with respect to Section 3.17the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c) The Note Guarantee of Holdings 8) as permitted under Section 9.1 or any other direct 9.2 or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions provisions of the Issuer and/or the Guarantor, as the case may beSecurity Documents.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Security Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Security Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Security Guarantee of a Subsidiary Guarantor shall terminate uponwill be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Security Guarantee without any further action required on the part of the Company or such Guarantor: (1) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of the that Guarantor (including by way of merger. amalgamation or consolidation) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by of the Company, if the sale or other disposition complies with this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) in connection with any sale or other disposition of all of the designation in accordance Capital Stock of that Guarantor 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 this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted SubsidiaryIndenture; (3) defeasance upon Legal Defeasance or discharge of the Notes, Covenant Defeasance as provided in Articles Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI; (4) to upon the extent that liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause;continuing; or (5) [reserved]; (6) the merger, amalgamation or consolidation of upon such Guarantor with and consolidating or amalgamating with, merging into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of transferring all of its properties or assets to the Issuer Company or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that , and as a result of, or in connection with, such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release transaction such Guarantee Guarantor dissolving or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may beceasing to exist.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of (x) the Capital Stock of such Guarantor, if after such transaction the applicable Guarantor is no longer a Restricted Subsidiary, or the sale or disposition of (y) all or substantially all the assets of the such Guarantor to a Person if such sale, exchange, disposition or other than to the Issuer transfer (including through merger, consolidation or a Restricted Subsidiary and as otherwise permitted by dissolution) is made in compliance with this Indenture so long as such Guarantor is also released from its guarantee under any Holdings Credit Agreement or Certain Capital Markets Debt (including pursuant to an enforcement action in accordance with the Intercreditor Agreementsif applicable); (2) the designation Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture the provisions set forth in Section 3.4 and the definition of the Guarantor as an “Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;” (3) defeasance in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, the release or discharge of the Notesguarantee by such Restricted Subsidiary of Indebtedness of the Issuer or the repayment of the Indebtedness or Disqualified Stock, in each case, that resulted in the obligation to guarantee the Notes (and the release, discharge or repayment of any other Indebtedness and Disqualified Stock that would require such Restricted Subsidiary to guarantee the Notes pursuant to Section 3.11), except if a release, discharge or repayment is by or as provided a result of payment in Articles VIII connection with the enforcement of remedies under such other guarantee or XIIndebtedness or Disqualified Stock; (4) to the extent that such Guarantor Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if this Indenture is not an Immaterial Subsidiary solely due to the operation of clause discharged (i) of the definition of “Immaterial Subsidiary,” upon the release including through redemption or repurchase of all guarantees referred to the Notes as a result of satisfaction and discharge or otherwise) as described in such clauseArticle VIII; (5) [reserved];such Guarantor ceasing to be a Domestic Subsidiary; or (6) the merger, amalgamation or consolidation occurrence of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Datea Covenant Suspension Event. (c) The Note Guarantee If any Guarantor is released from its Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee will terminate upon defeasance or discharge of the Notesare Guarantors shall be released from their Guarantees, as provided in Article VIII and Article XIif any. (d) The TrusteeIn the case of Section 10.2(b), upon receipt of any applicable the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (e) The release such of a Guarantor from its Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of the (x) Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or the sale or disposition of (y) all or substantially all the assets of the Guarantor to a Person such Guarantor, in any case, if such sale, exchange, disposition or other than to the Issuer transfer (including through merger, consolidation or a Restricted Subsidiary and as otherwise permitted dissolution) is not prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture the provisions set forth in Section 3.4, Section 3.14 and the definition of the Guarantor as an “Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary”; (3) defeasance in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.10, the release or discharge of the Guarantee by such Restricted Subsidiary of Indebtedness of the Issuer (or, if such release or discharge occurs substantially concurrently with the release of the Guarantee of such Restricted Subsidiary or will occur as a result of the release of the Guarantee of such Restricted Subsidiary) or the repayment of the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if such release or discharge is by or as provided a result of payment in Articles VIII connection with the enforcement of remedies under such other guarantee (it being understood that a release or XIdischarge subject to contingent reinstatement is still a release or discharge, and that if any such other guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Restricted Subsidiary would then be required to provide a guarantee pursuant to Section 3.10); (4) the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (5) the release or discharge of direct obligations of such Guarantor, or the guarantee by such Guarantor of the obligations, under the Existing Credit Agreement (or, if such release or discharge occurs substantially concurrently with the release of the Guarantee of such Guarantor or will occur as a result of the release of the Guarantee of such Guarantor), except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other direct obligation or guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor is not an Immaterial Subsidiary solely due would then be required to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred provide a guarantee pursuant to in such clause; (5) [reserved];Section 3.10); or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Notes having an Investment Grade Status pursuant to Section 3.17Rating from both Rating Agencies; provided that each such Note Guarantee shall be reinstated upon the Reversion DateDate with respect to each Restricted Subsidiary that would then be required to provide a guarantee pursuant to Section 3.10. (c) The Note Guarantee of Holdings Issuer will have the right, upon 10 days’ written notice to the Trustee (or, such shorter period as may be agreed to by the Trustee), to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Agreement or any other direct Certain Capital Markets Debt to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee shall thereupon automatically and unconditionally terminate and be discharged and of no further force or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIeffect. (d) The TrusteeIf any Guarantor is released from its Guarantee, upon receipt any of any applicable its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) If the Issuer requests, at its option, confirmation from the Trustee of a release pursuant to Section 10.2(b), the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may becomplied with.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1a) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or (b) the sale or disposition of all or substantially all the assets of the Guarantor Guarantor, in the case of each of clauses (a) and (b) to a Person other than to the Issuer Company or a Restricted Subsidiary (and in the case of clause (b) provided that such Guarantor would not be required to continue to provide a Note Guarantee as a result of being an Immaterial Subsidiary) and as otherwise permitted by this Indenture Indenture, in the case of each of clauses (including pursuant to an enforcement action a) and (b), other than in accordance with the Intercreditor Agreements)a Permitted Distribution; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Note Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (except a release by or as a result of a payment thereon), (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 3.2(b)(3) and (z) does not guarantee any Indebtedness of the Company or any of the other Guarantors; or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under applicable law as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, or state law and not law, or otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor (x) in the case of clause (i)(x)(A) below, at the election of the Company, may be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall terminate uponbe released and discharged and (y) in the case of clauses (i)(x)(B), (i)(y) and (ii) below, shall be automatically (and without any further action on the part of any Company or any Secured Party) be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall be released and discharged: (1i) a sale or other disposition (including by way if after the date of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of Indenture, any event after which the Guarantor is no longer or becomes an Excluded Subsidiary in a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantortransaction permitted under this Indenture; or (7ii) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XISections 3 or 9. (dc) The TrusteeWith respect to any release of any Note Guarantee, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the other Notes Documents, as applicable, to such release have been met and that it is proper for the Trustee or the Collateral Agent to execute and deliver the documents requested by the Company in connection with such release, and any applicable instruments of termination, satisfaction, discharge or release prepared by the Company, the Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release and discharge of any Note Guarantee permitted to be released pursuant to this Indenture. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any other Notes Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor after which such Guarantor is no longer a Restricted Subsidiary, or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (a) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer with respect to each Credit Agreement then in effect or (b) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, such Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under any Credit Agreement or any such Other Guarantee is to be reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) at any time upon the achievement of Investment Grade Status pursuant with respect to Section 3.17the Notes, so long as no Event of Default shall have occurred and then be continuing with respect to the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c) The Note Guarantee of Holdings 8) as permitted under Section 9.1 or any other direct 9.2 or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions provisions of the Issuer and/or the Guarantor, as the case may beSecurity Documents.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Guarantee of by a Subsidiary Guarantor shall terminate will be automatically and unconditionally released and discharged, and such Subsidiary’s obligations under the Guarantee, this Indenture and the Collateral Documents will be automatically and unconditionally released and discharged, upon: (1) a any sale, exchange, transfer or disposition of such Guarantor (by merger, consolidation, or the sale or other disposition (including by way of consolidation or merger) of of), the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Subsidiary or the sale or disposition of all or substantially all the of its assets of (other than by lease), whether or not the Guarantor is the surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 4.01 and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with y) all the Intercreditor Agreements); obligations of such Guarantor under all Debt of the Company or its Subsidiaries terminate upon consummation of such transaction; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary Company exercising either Legal Defeasance or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; Covenant Defeasance under either Section 8.02 or Section 8.03; or (3) defeasance the applicable Guarantor becoming or constituting an Excluded Subsidiary; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to release and discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note ’s Guarantee shall be reinstated upon the Reversion Datehave been complied with. (c) The Note Such Guarantor will be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Guarantee and the Collateral Documents to which it is a party and such Guarantee shall terminate and be of Holdings no further force and effect and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or any other direct or indirect parent disposition is made in compliance with this Indenture, including Section 3.02 and Section 4.01 and (y) all the obligations of such Guarantor under all Debt of the Issuer that provides a Guarantee will Company or its Subsidiaries terminate upon defeasance or discharge consummation of the Notes, as provided in Article VIII and Article XIsuch transaction. (d) The TrusteeIf the Guarantee of any Guarantor is deemed to be released and discharged or is automatically released and discharged, upon receipt delivery by the Company to the Trustee of any applicable an Officer’s Certificate stating the identity of the released Guarantor and the basis for the release in reasonable detail and an Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments the Trustee will execute any documents reasonably required in order to evidence the release and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions discharge of the Issuer and/or the Guarantor, as the case may beGuarantor from its obligations under its Guarantee.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under applicable law as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate uponbe automatically and unconditionally released and discharged: (1) upon a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the Guarantor to a any Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) upon defeasance or discharge of the Notes, as provided in Articles Article VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]upon such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuers of any Indebtedness of the Issuers under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuers or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer, the Co-Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, 8) as provided in described under Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the New Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of a Subsidiary substantially all of the assets of any Guarantor shall terminate uponunless: (1i) the resulting, surviving or transferee Person shall be a sale corporation, partnership, trust or other disposition (including by way of consolidation or merger) limited liability company organized and existing under the laws of the Capital Stock United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all the of its assets of (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate; provided, however, that (1) the sale or other disposition is in compliance with this Indenture, including Section 5.01 (other than to the Issuer or a Restricted Subsidiary clause (c) thereof); and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) all the designation in accordance with obligations of such Guarantor under the New Credit Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or its Subsidiaries terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate upon the legal defeasance of the Securities pursuant to the provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that and such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance designation complies with the directions other applicable provisions of the Issuer and/or the Guarantor, as the case may bethis Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under applicable law as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the Guarantor to a any Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Article VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuers of any Indebtedness of the Issuers under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuers or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer, the Co-Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, 8) as provided in described under Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary;” (3) defeasance in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as provided a result of payment in Articles VIII or XIconnection with the enforcement of remedies under such other guarantee; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the operation Issuer’s Obligations under this Indenture are satisfied and discharged (including through redemption or repurchase of clause (i) all of the definition Notes or otherwise) in accordance with the terms of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clausethis Indenture; (5) [reserved];the release or discharge of the Guarantee by, or direct obligation of, such Guarantor of the Obligations under the Senior Credit Agreement, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; or (6) the merger, amalgamation or consolidation occurrence of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or a Covenant Suspension Event. A Guarantee also will be automatically released upon the liquidation applicable Subsidiary ceasing to be a Subsidiary as a result of such Guarantor following any foreclosure of any pledge or security interest securing the transfer Senior Credit Agreement or other exercise of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Dateremedies in respect thereof. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI[Reserved]. (d) The TrusteeIf any Guarantor is released from its Guarantee, upon receipt any of any applicable its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) In the case of Section 10.2(b), the Issuer shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (f) The release such of a Guarantor from its Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each the Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Guarantor (including, without limitation, any guarantees under the Credit Agreement) 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Guarantor under its Note this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void law. The Guarantor may consolidate with or voidable under any similar laws affecting merge into or sell its assets to the rights of creditors generally. (b) The Note Guarantee of a Company or another Subsidiary Guarantor shall terminate upon: without limitation. The Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (1) a sale whether or other disposition (including by way of consolidation or merger) of not affiliated with the Capital Stock of such Guarantor or Subsidiary Guarantor). Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of all or substantially all the assets of the Guarantor its assets) to a Person other than to (whether or not an Affiliate of the Issuer Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale 117 4 or a Restricted Subsidiary and as disposition is otherwise permitted by this in compliance with the Indenture (including pursuant to an enforcement action in accordance with the Intercreditor AgreementsSection 3.7); (2) the designation in accordance with this Indenture of , the Guarantor as an Unrestricted shall be deemed released from all its obligations under the Indenture and this Subsidiary or the occurrence of Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) such termination shall occur only to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) all obligations of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of under all of its guarantees of, and under all of its pledges of assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or other security interests which secure, any other direct or indirect parent Indebtedness of the Issuer that provides a Guarantee will Company shall also terminate upon defeasance such release, sale or discharge of the Notes, as provided in Article VIII and Article XItransfer. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;; or (5) [reserved]; (6) to the merger, amalgamation or consolidation of extent such Guarantor with and into is also a guarantor or borrower under the Issuer or another Guarantor that is Credit Agreement as in effect on the surviving Person in such mergerIssue Date, amalgamation or consolidation, or upon the liquidation date that it (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (except a release by or as a result of such a payment by the Guarantor following the transfer of all of its assets thereon), (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status be Incurred pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon 3.2(b)(3) and clauses (a) and (b) of Section 3.2(b)(4)) and (z) does not guarantee any Indebtedness of the Reversion Date. (c) The Note Guarantee of Holdings Company or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIother Guarantors. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate automatically and unconditionally be released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, dividend, distribution or merger) of the Capital Stock of such Guarantor (after which such Guarantor is no longer a Restricted Subsidiary) or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;; or (5) [reserved]; (6) to the merger, amalgamation or consolidation of extent such Guarantor is also a guarantor or borrower under the Existing Credit Agreement and, at the time of release of its Guarantee, (x) has been released from its guarantee (or will be released substantially concurrently) of, and all pledges and security, if any, granted in connection with the Existing Credit Agreement, (y) does not Guarantee any Indebtedness of the Company or any of the other Guarantors (or for the avoidance of doubt is substantially simultaneously released therefrom), and into the Issuer or another Guarantor (z) there is no Indebtedness outstanding that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of was Incurred by such Guarantor following the transfer of all of under Section 3.2(a) in its assets to the Issuer or another status as a Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) other than in the case of any direct or indirect parent of the Issuer that provides a Guarantee, a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a any Person other than to the Issuer or a Restricted Subsidiary Subsidiary) and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under both of the Credit Agreements and the Senior Priority Notes or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under either Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) other than in the case of Parent or any other direct or indirect parent of the Company, a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements);Indenture, (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;, (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI;, or (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Guarantees under the Credit Facilities) 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 Obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign Federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Subsidiary Guarantee of by a Subsidiary Guarantor shall terminate uponwill be automatically and unconditionally released and discharged: (1) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of the that Subsidiary Guarantor (including by way of merger or consolidation) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with of the Intercreditor Agreements)Company, if the sale or other disposition does not violate Section 3.5; (2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the designation in accordance with this Indenture Company or a Restricted Subsidiary of the Company, including a disposition in connection with a Qualified Spin Transaction, if such sale or other disposition does not violate Section 3.5, and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result thereof; (3) if the Company designates that Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XIaccordance with Section 3.15; (4) upon legal defeasance or covenant defeasance pursuant to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clauseArticle VIII; (5) [reserved];at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII Section 3.11. Upon the Company’s request and Article XI. (d) The Trusteeat its expense, upon receipt the Trustee will provide evidence of the release of any applicable Officer’s Subsidiary Guarantee, provided the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Section 10.2 relating to the release of such Subsidiary Guarantee have been requested complied with. Any released Subsidiary Guarantor will again provide a Subsidiary Guarantee if required to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may bedo so pursuant to Section 3.11.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of consolidation through merger, consolidation, amalgamation, dissolution or mergersimilar transaction) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, dissolution or similar transactions) is made in compliance with this Indenture; (2) the Lux Co-Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary;” (3) defeasance in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, (x) the release or discharge of the Notesguarantee by such Restricted Subsidiary (or the co-issuer or co-borrower obligation of such Restricted Subsidiary) of Indebtedness of the Issuers or any Restricted Subsidiary or (y) the repayment of the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes (except if a release, discharge or repayment is by or as provided a result of payment in Articles VIII or XIconnection with the enforcement of remedies under such other guarantee); (4) to the extent that such Guarantor Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if this Indenture is not an Immaterial Subsidiary solely due to the operation of clause discharged (i) of the definition of “Immaterial Subsidiary,” upon the release including through redemption or repurchase of all guarantees referred to the Notes as a result of satisfaction and discharge or otherwise) in such clauseaccordance with this Indenture; (5) [reserved]the release or discharge of the guarantee by, or direct obligation of, such Guarantor of the Obligations under the Senior Credit Agreement (except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation); (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation occurrence of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantora Covenant Suspension Event; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Dateapplicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Senior Credit Agreement or other exercise of remedies in respect thereof. (c) The Note Guarantee If any Guarantor is released from its Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee will terminate upon defeasance or discharge of the Notesare Guarantors shall be released from their Guarantees, as provided in Article VIII and Article XIif any. (d) The In the case of Section 10.2(b), to the extent an Issuer requests evidence of release of a Guarantor pursuant to Section 10.2(b) from the Trustee, upon receipt of any applicable such Issuer shall deliver an Officer’s Certificate to the Trustee with respect to such release. (e) The release of a Guarantor from its Guarantee and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Guarantee of by a Subsidiary Guarantor shall terminate will be automatically and unconditionally released and discharged, and such Subsidiary’s obligations under the Guarantee and this Indenture will be automatically and unconditionally released and discharged, upon: (1) a any sale, exchange, transfer or disposition of such Guarantor (by merger, consolidation, or the sale or other disposition (including by way of consolidation or merger) of of), the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Subsidiary or the sale or disposition of all or substantially all the of its assets of (other than by lease), whether or not the Guarantor is the surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 4.01 and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with y) all the Intercreditor Agreements); obligations of such Guarantor under all Debt of the Company or its Subsidiaries terminate upon consummation of such transaction; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary Company exercising either Legal Defeasance or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; Covenant Defeasance under either Section 8.02 or Section 8.03; or (3) defeasance the applicable Guarantor becoming or constituting an Excluded Subsidiary; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to release and discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note ’s Guarantee shall be reinstated upon the Reversion Datehave been complied with. (c) The Note Such Guarantor will be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Guarantee and such Guarantee shall terminate and be of Holdings no further force and effect if (x) such sale, exchange, transfer or any other direct or indirect parent disposition is made in compliance with this Indenture, including Section 4.01 and (y) all the obligations of such Guarantor under all Debt of the Issuer that provides a Guarantee will Company or its Subsidiaries terminate upon defeasance or discharge consummation of the Notes, as provided in Article VIII and Article XIsuch transaction. (d) The TrusteeIf the Guarantee of any Guarantor is deemed to be released and discharged or is automatically released and discharged, upon receipt delivery by the Company to the Trustee of any applicable an Officer’s Certificate stating the identity of the released Guarantor and the basis for the release in reasonable detail and an Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments the Trustee will execute any documents reasonably required in order to evidence the release and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions discharge of the Issuer and/or the Guarantor, as the case may beGuarantor from its obligations under its Guarantee.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged (and the Collateral, if any, pledged by such Guarantors will be released) upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of all the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (Indenture, including pursuant to an enforcement action in accordance compliance with the Intercreditor Agreements)Section 3.5; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary[reserved]; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]; (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or (7) with respect to the achievement of Investment Grade Status pursuant to Section 3.17; provided that Collateral only, being described in, or otherwise in accordance with, the Intercreditor Agreements in effect at such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or time, in each case, without further action from any other direct or indirect parent of Person. At the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the NotesIssuer’s written request and expense, as provided in Article VIII and Article XI. (d) The Trustee, upon following receipt of any applicable an Officer’s Certificate and Opinion of Counsel, the Trustee shall promptly execute, execute and deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of an instrument prepared by the Issuer and/or the Guarantor, as the case may beevidencing such release.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Each Guarantee of by a Subsidiary Guarantor shall terminate will be automatically and unconditionally released and discharged, and such Subsidiary’s obligations under the Guarantee, this Indenture and the Collateral Documents will be automatically and unconditionally released and discharged, upon: (1) a any sale, exchange, transfer or disposition of such Guarantor (by merger, consolidation, or the sale or other disposition (including by way of consolidation or mergerof) of the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Subsidiary or the sale or disposition of all or substantially all the of its assets of (other than by lease), whether or not the Guarantor is the surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.05 and as otherwise permitted by this Indenture Section 4.01 and (including pursuant to an enforcement action in accordance with y) all the Intercreditor Agreements); obligations of such Guarantor under all Indebtedness of the Company or its Subsidiaries terminate upon consummation of such transaction; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary Company exercising either Legal Defeasance or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; Covenant Defeasance under either Section 8.02 or Section 8.03; or (3) defeasance the applicable Guarantor becoming or constituting an Excluded Subsidiary; and (ii) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to release and discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note ’s Guarantee shall be reinstated upon the Reversion Datehave been complied with. (c) The Note Such Guarantor will be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Guarantee and the Collateral Documents to which it is a party and such Guarantee shall terminate and be of Holdings no further force and effect and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or any other direct or indirect parent disposition is made in compliance with this Indenture, including Section 3.02 and Section 4.01 and (y) all the obligations of such Guarantor under all Indebtedness of the Issuer that provides a Guarantee will Company or its Subsidiaries terminate upon defeasance or discharge consummation of the Notes, as provided in Article VIII and Article XIsuch transaction. (d) The TrusteeIf the Guarantee of any Guarantor is deemed to be released and discharged or is automatically released and discharged, upon receipt delivery by the Company to the Trustee of any applicable an Officer’s Certificate stating the identity of the released Guarantor and the basis for the release in reasonable detail and an Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments the Trustee will execute any documents reasonably required in order to evidence the release and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions discharge of the Issuer and/or the Guarantor, as the case may beGuarantor from its obligations under its Guarantee.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Guarantee Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of a Subsidiary all or substantially all of its assets to, or consolidate or amalgamate with or merge with or into (whether or not such Guarantor shall terminate uponis the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) a immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (including by way of consolidation if other than the Company or mergeranother Guarantor) of unconditionally assumes, pursuant to a supplemental indenture substantially in the Capital Stock form specified in this Indenture, all the obligations of such Guarantor or under such indenture, under the Notes, its Note Guarantee and the applicable registration rights agreement on terms set forth therein; or (b) the Net Proceeds of such sale or other disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action are applied in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date3.7 hereof. (c) The Note Guarantee of Holdings or a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Note Guarantee without any other direct or indirect parent further action required on the part of the Issuer that provides a Guarantee will terminate upon defeasance Company or discharge such Guarantor: (1) in connection with any sale or other disposition of all or substantially all of the Notesassets of that Guarantor (including by way of merger. amalgamation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; (3) if such Guarantor is a Restricted Subsidiary and the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI.; (d5) The Trusteeupon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; (6) at any time after the occurrence of an Investment Grade Rating Event, at such time as such Guarantor does not have outstanding or guarantee Indebtedness (other than Indebtedness or guarantees under the Notes) in excess of $5.0 million in aggregate principal amount; or (7) upon receipt such Guarantor consolidating or amalgamating with, merging into or transferring all of any applicable Officer’s Certificate its properties or assets to the Company or another Guarantor, and Opinion of Counselas a result of, shall promptly executeor in connection with, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee transaction such Guarantor dissolving or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may beceasing to exist.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall 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 Working Capital 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Company will not permit any Subsidiary Guarantor shall terminate uponto consolidate with or merge with or into any Person (other than the Company or another Subsidiary Guarantor), or convey, transfer or lease all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless: (1) (A) if such entity remains a sale Subsidiary Guarantor, the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (or Canada, in the case of a Subsidiary Guarantor organized in Canada); (B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; (C) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee under the Securities, this Indenture, the Collateral Documents, the Intercreditor Agreement and the Registration Rights Agreement and shall cause such amendments, supplements or other disposition (including instruments to be executed, filed and recorded in such jurisdictions as may be required by way applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of consolidation a financing statement or merger) similar document under the Uniform Commercial Code or other similar statute or regulation of the Capital Stock relevant states or jurisdictions in each case in a form reasonably satisfactory to the Trustee; and (D) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and (2) the transaction is made in compliance with Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such Guarantor or transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.9 and this Section 10.2. 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 assets of Subsidiary Guarantor is the Guarantor surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary, such Subsidiary and as otherwise permitted by Guarantor will be automatically released from all its obligations under this Indenture (including and its Subsidiary Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to an enforcement action the Collateral Documents shall be released with respect to the Securities if (x) the sale or other disposition is in compliance with this Indenture, including Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the Intercreditor Agreementsterms of this Indenture needs to be applied in accordance therewith at such time);, Section 3.9 and this Section 10.2 and (y) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (2c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Subsidiary Guarantee, the designation in accordance with this Indenture Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee will terminate, upon the legal defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that and such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance designation complies with the directions other applicable provisions of the Issuer and/or the Guarantor, as the case may bethis Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Guarantee Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of a Subsidiary all or substantially all of its properties or assets to, or consolidate with or merge into (whether or not such Guarantor shall terminate uponis the surviving Person), another Person, other than the Company or another Guarantor, unless: (1i) a immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the properties or assets in any such sale or other disposition (including or the Person formed by way of or surviving any such consolidation or mergermerger (if other than the Company or a Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein; or (B) such transaction complies with Section 3.7 hereof. (c) A Guarantor may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and Section 3.7. (d) The Subsidiary Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Capital Stock of Company or such Guarantor or the Guarantor: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; or (ii) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance of the Company, if the sale or other disposition complies with the Intercreditor Agreements);Section 3.7 hereof; or (2iii) if the designation in accordance with this Indenture of the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence applicable provisions of any event after which the Guarantor is no longer a Restricted Subsidiary;this Indenture; or (3iv) defeasance at any time as such Guarantor does not have outstanding any Indebtedness or discharge guarantee any Indebtedness of the Notes, as provided in Articles VIII Company or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another a Guarantor; or (7v) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings Legal Defeasance or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend, distribution or mergerotherwise) of the Capital Stock of such Guarantor or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted not prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being (or being substantially concurrently) released or discharged from all of its Note Guarantees of payment (i) by the Company of any Indebtedness of the Company under the ABL or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7, by the Company or the applicable Guarantor of the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the ABL or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); and (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, 8) as provided in described under Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Guarantee Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of a Subsidiary all or substantially all of its properties or assets to, or consolidate with or merge into (whether or not such Guarantor shall terminate uponis the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) a immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the properties or assets in any such sale or other disposition (including or the Person formed by way of or surviving any such consolidation or mergermerger (if other than the Company or a Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the Section 3.7 hereof. (c) A Guarantor may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and Section 3.7. (d) The Subsidiary Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Capital Stock of Company or such Guarantor or the Guarantor: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; or (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other than to disposition complies with Section 3.7 hereof; or (3) if the Issuer or a Company designates any Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the that is a Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence applicable provisions of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI;this Indenture; or (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation Legal Defeasance or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee (including any security interest with respect thereto) or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee (including any security interest with respect thereto) not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor (including any sale, exchange, transfer or the sale or disposition other disposition) of all or substantially all Substantially All of the assets of the Guarantor to a Person other than to the Company, an Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (5) such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of Indebtedness of the Issuers or a Guarantor that would require such Guarantor to provide a Note Guarantee pursuant to Section 3.7 hereof, except in the case of a release as a result of the payment under such Guarantees (it being understood that a release subject to a contingent reinstatement is still considered a release); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or (7) other than with respect to the Note Guarantee of the Company, upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;, or (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of consolidation through merger or mergerconsolidation) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer is made in compliance with this Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary;” (3) defeasance in the case of any Restricted Subsidiary that after the Closing Date is required to guarantee the Notes pursuant to Section 3.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of Indebtedness or Disqualified Stock, in each case, that resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as provided a result of payment in Articles VIII or XIconnection with the enforcement of remedies under such other guarantee; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the operation Issuer’s Obligations under this Indenture are discharged in accordance with the terms of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clausethis Indenture; (5) [reserved]the release or discharge of the Guarantee by, or direct obligation of, such Guarantor of the Obligations under the Senior Credit Agreements, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets ceasing to the Issuer or another Guarantorbe a Domestic Subsidiary; or (7) the achievement of Notes having an Investment Grade Status pursuant to Section 3.17; provided that such Note Rating from both Rating Agencies. A Guarantee shall also will be reinstated automatically released upon the Reversion Dateapplicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing each Senior Credit Agreement or other exercise of remedies in respect thereof. (c) The Note Guarantee If any Guarantor is released from its Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee will terminate upon defeasance or discharge of the Notesare Guarantors shall be released from their Guarantees, as provided in Article VIII and Article XIif any. (d) The TrusteeIn the case of Section 10.2(b), upon receipt of any applicable the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (e) The release such of a Guarantor from its Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in not render the obligations of such Guarantor under its Note Guarantee not constituting subject to avoidance under Applicable Laws as a fraudulent conveyance or conveyance, fraudulent transfer or unjust preference, including under federal, foreign foreign, or state law and not law, or otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate uponbe automatically (and without any further action on the part of the Company or any Secured Party) be released and discharged and such Guarantor and its obligations under this Indenture and the other Notes Documents shall be released and discharged: (1i) upon a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary another Note Party and as otherwise permitted by this Indenture (Indenture, including pursuant to an enforcement action in accordance compliance with the Intercreditor Agreements)Section 4.25; (2ii) if after the designation date of this Indenture, any Guarantor is or becomes an Excluded Subsidiary in accordance with a transaction permitted under this Indenture and for a bona fide business purpose and not for the sole purpose of the Guarantor being released from its obligations as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted SubsidiaryGuarantor; (3iii) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Sections 3.01; (iv) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of this Indenture, including Section 4.25; (v) with the consent of the requisite Holders of Notes in accordance with Article VIII and Article XI10 of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of Notes; or (vi) in accordance with the provisions of any Pari Passu Intercreditor Agreement. (dc) The TrusteeWith respect to any release of any Note Guarantee, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the other Notes Documents, as applicable, to such release have been met and that it is proper for the Trustee or the Collateral Agent to execute and deliver the documents requested by the Company in connection with such release, and any applicable instruments of termination, satisfaction, discharge or release prepared by the Company, the Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release and discharge of any Note Guarantee permitted to be released pursuant to this Indenture. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any other Notes Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each the Additional Subsidiary Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such the Additional Subsidiary Guarantor 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Guarantor under its Note Guarantee Guaranteed Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyapplicable law. (b) The Note Guarantee of a Additional Subsidiary Guarantor shall terminate uponbe released and relieved of its obligations under its Subsidiary Guarantee (except with respect to Guaranteed Obligations that by their terms survive) in the event that: (1i) there is a Legal Defeasance or Covenant Defeasance of the Notes pursuant to the Indenture; (ii) there is a sale or other disposition (including by way of through a consolidation or merger) of the Capital Stock of such the Additional Subsidiary Guarantor following which the Additional Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; (iii) there is a sale or disposition of all or substantially all of the assets of the Additional Subsidiary Guarantor (including by way of merger, stock purchase, asset sale or otherwise) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7iv) there is a satisfaction and discharge of the achievement of Investment Grade Status Indenture pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent 8.7 of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the NotesIndenture; provided, as provided in Article VIII each case, such transactions are carried out pursuant to and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may beall applicable covenants and provisions thereof.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of consolidation through merger or mergerconsolidation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary any sale, disposition or the occurrence of any event after other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4 and the definition of “Unrestricted Subsidiary”; (3) defeasance in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, the release or discharge of the obligation by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as provided in Articles VIII or XIa result of payment under such other obligation; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the operation Issuer’s obligations under this Indenture are discharged in accordance with the terms of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clausethis Indenture; (5) [reserved];the release or discharge of such Guarantor’s obligations under each Credit Agreement, except a discharge or release by or as a result of payment under such obligation; or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets ceasing to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Datea Domestic Subsidiary. (c) The Note Guarantee If any Guarantor is released from its Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee are Guarantors will terminate upon defeasance or discharge of the Notesbe released from their Guarantees, as provided in Article VIII and Article XIif any. (d) The TrusteeIn the case of Section 10.2(b), upon receipt of any applicable the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (e) The release such of a Guarantor from its Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to the Section 3.7 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of a Subsidiary substantially all of the assets of any Guarantor shall terminate uponUNLESS: (1) the resulting, surviving or transferee Person shall be a sale corporation, partnership, trust or other disposition (including by way of consolidation or merger) limited liability company organized and existing under the laws of the Capital Stock United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (4) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all the of its assets of (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate; PROVIDED, HOWEVER, that (1) the sale or other disposition is in compliance with this Indenture, including Section 5.01 (other than to the Issuer or a Restricted Subsidiary clause (c) thereof); and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) all the designation in accordance with obligations of such Guarantor under the Credit Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or its Subsidiaries terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate upon the legal defeasance of the Securities pursuant to the provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that and such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance designation complies with the directions other applicable provisions of the Issuer and/or the Guarantor, as the case may bethis Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee In the event a Guarantor is sold or disposed of a Subsidiary Guarantor shall terminate upon: (1) a whether by merger, consolidation, the sale or other disposition (including by way of consolidation or merger) of the its Capital Stock of such Guarantor or the sale or disposition of all or substantially all the of its assets of (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person other than to which is not the Issuer Company or a Restricted Subsidiary of the Company, such Guarantor shall be released (without any further action on the part of any Person) from all its obligations under this Indenture, its Note Guarantee and as otherwise permitted by this Indenture the Registration Rights Agreement if: (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (21) the designation sale or other disposition is in accordance compliance with this Indenture Indenture, including Section 3.8 (it being understood that only such portion of the Guarantor Net Available Cash as an Unrestricted Subsidiary is required to be applied on or before the occurrence date of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions terms of this Indenture needs to be applied in accordance therewith at such time) and Article IV; and (2) all the obligations of such Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Issuer and/or Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture, its Note Guarantee and the GuarantorRegistration Rights Agreement and such Note Guarantee shall terminate upon the satisfaction and discharge of this Indenture or upon the legal defeasance or covenant defeasance of the Notes, in each case, pursuant to the provisions of Article VIII hereof. (d) A Guarantor shall be deemed released from all of its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee shall terminate if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the case may beapplicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a applicable law. Each Subsidiary Guarantor shall terminate upon: (1) be released and relieved of its obligations under its Subsidiary Guarantee in the event that: there is a sale or other disposition of Capital Stock of such Subsidiary Guarantor or all or substantially all of the assets of such Subsidiary Guarantor are sold or otherwise disposed of (including by way of consolidation merger or merger) of the Capital Stock of consolidation), following which such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted direct or indirect Subsidiary (other than a Receivables Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in Company; such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, designated as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release an Unrestricted Subsidiary in accordance with the directions Indenture; there is a Legal Defeasance or Covenant Defeasance of the Issuer and/or Notes as described under Section 8.1 of the GuarantorIndenture; or the Indebtedness, as the case may beIncurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Subsidiary Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above. 1 Subject to review by Argentine counsel. provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of the Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor after which such Guarantor is no longer a Restricted Subsidiary, or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer with respect to each Credit Agreement then in effect or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, such Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under any Credit Agreement or any such Other Guarantee is to be reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) at any time upon the achievement of Investment Grade Status pursuant with respect to Section 3.17the Notes, so long as no Event of Default shall have occurred and then be continuing with respect to the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c) The Note Guarantee of Holdings 8) as permitted under Section 9.1 or any other direct 9.2 or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions provisions of the Issuer and/or the Guarantor, as the case may beSecurity Documents.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee by a Guarantor of a Subsidiary series of Notes shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall terminate be released and discharged upon: (1) a sale the sale, disposition or other disposition transfer (including by way of consolidation through merger or mergerconsolidation) of the (x) Capital Stock of the applicable Guarantor (including any sale, disposition or other transfer), after which such Guarantor is no longer a Restricted Subsidiary, or the sale or disposition of (y) all or substantially all the assets of the Guarantor to a Person such Guarantor; provided that, in each case, such sale, disposition or other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action transfer is made in accordance compliance with the Intercreditor Agreements)provisions of this Indenture; (2) the designation in accordance with this Indenture of the ZoomInfo Technologies designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence provisions set forth in Section 3.14 and the definition of any event after which the Guarantor is no longer a Restricted “Unrestricted Subsidiary”; (3) defeasance in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of ZoomInfo Technologies or any Restricted Subsidiary or the repayment of all of the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes, as provided in Articles VIII or XI; (4) to ZoomInfo Technologies exercises its legal defeasance option or its covenant defeasance option as described under Article VIII or its obligations under this Indenture are discharged in accordance with the extent that terms of this Indenture as described in Section 8.1; or (5) such Guarantor is also a guarantor or borrower under the Senior Secured Credit Facility and, at the time of release of its Guarantee, (x) has been released, or concurrently with the release hereunder will be, from its guarantee of, and all pledges and security, if any, granted in connection with the Senior Secured Credit Facility (which may be conditioned on the concurrent release hereunder) except as a result of a discharge or release arising from payment under such guarantee, (y) is not an Immaterial Subsidiary solely due obligor under any Indebtedness in excess of $50.0 million and (z) does not guarantee (and is not required to the operation guarantee pursuant to Section 3.11) any Indebtedness of clause ZoomInfo Technologies or any Restricted Subsidiaries (i) of the definition of “Immaterial Subsidiary,” other than any guarantee that will be released upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Datehereunder). (c) The Note Guarantee If any Guarantor is released from its Guarantee, any of Holdings or any other direct or indirect parent of the Issuer its Subsidiaries that provides a Guarantee will terminate upon defeasance or discharge of the Notesare Guarantors shall be released from their Guarantees, as provided in Article VIII and Article XIif any. (d) The TrusteeIn the case of Section 10.2(b), upon receipt of any applicable Officer’s Certificate and Opinion of Counselthe Issuers deliver to the Trustee an Officers’ Certificate, shall promptly execute, deliver or acknowledge stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to complied with. (e) The release such of a Guarantor from its Guarantee or otherwise give effect to, evidence or confirm such release and its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor and the other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor as a result of which, such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Parent Guarantor or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action Subsidiary, in each case, in accordance with the Intercreditor Agreements)this Indenture; (2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) the defeasance or discharge of the Notes, as provided in Articles ARTICLES VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause[Reserved]; (5) [reserved];such Subsidiary Guarantor being (or being substantially concurrently) released from all of: (i) its obligations under all of its Guarantees of payment of any Indebtedness under a Credit Facility or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Subsidiary Guarantor pursuant to SECTION 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated), (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; this Indenture, or (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor and the other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor as a result of which, such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Parent Guarantor or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action Subsidiary, in each case, in accordance with the Intercreditor Agreements)this Indenture; (2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) the defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) with respect to Subsidiary Guarantors, to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Subsidiary Guarantor being (or being substantially concurrently) released from all of (i) its obligations under all of its Guarantees of payment of any Indebtedness under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Subsidiary Guarantor pursuant to SECTION 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated), or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each the Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such the Guarantor under its Note this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of its Capital Stock (such that it is not a direct or indirect Subsidiary of the Company) or the sale of all or substantially all the of its assets of (other than by lease)), and whether or not the Guarantor is the surviving corporation in such transaction, to or with a Person other than to which is not the Issuer Company or a Restricted Subsidiary of the Company, the Guarantor will be automatically released from all its obligations under this Supplemental Indenture and as otherwise permitted by the Indenture and this Guarantee will terminate; provided, however, that the sale or other disposition is in compliance with the Indenture, including Sections 3.5, 3.9 and 5.1. (c) The Guarantor shall be deemed released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee shall terminate (including x) upon the legal defeasance of the Securities pursuant to an enforcement action the provisions of Article IX of the Indenture or (y) in accordance with Section 3.7 of the Intercreditor Agreements);Indenture. (2d) The Guarantor shall be released from all of its obligations under this Supplemental Indenture, the designation in accordance with this Indenture of and its Guarantee if the Company designates the Guarantor as an Unrestricted Subsidiary or and such designation complies with the occurrence other applicable provisions of any event after which this Supplemental Indenture and the Guarantor is no longer a Restricted Subsidiary;Indenture. (3e) defeasance or The Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and this Guarantee upon satisfaction and discharge of the Notes, as provided in Articles VIII or XI; (4) Indenture pursuant to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (iSection 9.1(a) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion DateIndenture. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or conveyance, fraudulent transfer or unjust preferences under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary any Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor after which such Guarantor is no longer a Restricted Subsidiary or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the such Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the such Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to ‎Article VIII or XI‎Article IX; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation being (or being substantially concurrently) released or discharged from all of clause (i) its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the definition Company under the Credit Agreement or (ii) in the case of “Immaterial Subsidiary,” upon a Note Guarantee made by such Guarantor as a result of its guarantee of other Indebtedness of the Company or such Guarantor pursuant to ‎Section 3.7 by the Company or the applicable Guarantor of the relevant Indebtedness, except in the case of either ‎Section 10.2(b)(4)(i) or ‎Section 10.2(b)(4)(ii), a release as a result of all guarantees referred payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness in the case of ‎Section 10.2(b)(4)(i) or ‎Section 10.2(b)(4)(ii) is so reinstated, such clauseNote Guarantee shall also be reinstated); (5) [reserved]; (6) upon the merger, amalgamation or consolidation of such Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (76) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; and (c7) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIdescribed under ‎Article IX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Guarantee Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of a Subsidiary all or substantially all of its properties or assets to, or consolidate with or merge into (whether or not such Guarantor shall terminate uponis the surviving Person), another Person, other than the Company or another Guarantor, unless: (1i) a immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the properties or assets in any such sale or other disposition (including or the Person formed by way of or surviving any such consolidation or mergermerger (if other than the Company or a Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein; or (B) such transaction complies with Section 3.7 hereof. (c) A Guarantor may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and Section 3.7. (d) The Subsidiary Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Capital Stock of Company or such Guarantor or the Guarantor: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Second Lien Indenture and any other Indebtedness of the Company or any Restricted Subsidiary of the Company; or (ii) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; provided, however, that if such Guarantor remains a Subsidiary, such Guarantor is released from its guarantees, if any, of, and as otherwise permitted by this all pledges and security, if any, granted in connection with, the Second Lien Indenture (including pursuant to an enforcement action in accordance with and any other Indebtedness of the Intercreditor Agreements);Company or any Restricted Subsidiary of the Company; or (2iii) if the designation in accordance with this Indenture of the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence applicable provisions of any event after which the Guarantor is no longer a Restricted Subsidiary;this Indenture; or (3iv) defeasance at any time as such Guarantor does not have outstanding any Indebtedness or discharge guarantee any Indebtedness of the Notes, as provided in Articles VIII Company or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another a Guarantor; or (7v) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings Legal Defeasance or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, if such sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) is made in compliance with this Indenture, so long as such Guarantor is also released from its guarantee under the Senior Credit Agreement and Certain Capital Markets Debt; (32) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that Company designating such Guarantor is not to be an Immaterial Unrestricted Subsidiary solely due to in accordance with the operation of clause (i) of provisions set forth in Section 3.4 and Section 3.13 and the definition of “Immaterial Subsidiary,” upon Unrestricted Subsidiary”;(3) the release Company’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if this Indenture is discharged (including through redemption or repurchase of all guarantees referred to in such clausethe Notes as a result of satisfaction and discharge or otherwise) as described under Article VIII; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of by a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange or other transfer or disposition (including by way of consolidation merger, consolidation, arrangement or mergeramalgamation) of Capital Interests in any Guarantor to any Person in compliance with the Capital Stock terms of this Indenture or the occurrence of any other transaction permissible under this Indenture, in each case, pursuant to which such Guarantor or ceases to be a Subsidiary; (2) the sale or disposition other transfer of all or substantially all the assets of the a Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person other than to the Issuer or that is not a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance compliance with the Intercreditor Agreements)terms of this Indenture; (23) the designation in accordance with this Indenture of the a Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture, the merger, consolidation or the occurrence amalgamation of any event after which Guarantor with and into the Company, another Guarantor is no longer or a Restricted Subsidiary; (3) defeasance Person that will become a Guarantor substantially upon the consummation of such merger, consolidation or discharge of the Notes, as provided in Articles VIII or XIamalgamation; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of a Guarantor of all guarantees referred to of its Guarantee obligations in respect of the Credit Facilities (or, if such clause;release occurs substantially concurrently with the release of the Guarantee of such Guarantor or will occur as a result of the Guarantee of such Guarantor); or (5) [reserved]; (6) the merger, amalgamation or consolidation election of such Guarantor the Company to have its obligations satisfied and discharged with and into respect to any outstanding Notes in accordance with the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidationterms of this Indenture, or upon exercise of the liquidation legal defeasance option or covenant defeasance option by the Company, or the occurrence of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Datea Covenant Suspension Event. (c) The Note Guarantee of Holdings Company will have the right, upon 10 days’ written notice to the Trustee (or such shorter period as may be agreed to by the Trustee), to cause any Guarantor that has not guaranteed any Indebtedness under the Credit Agreement or any other direct Certain Capital Markets Debt to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee shall thereupon automatically and unconditionally terminate and be discharged and of no further force or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIeffect. (d) The TrusteeIf any Guarantor is released from its Guarantee, upon receipt any of any applicable its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) If the Company requests, at its option, confirmation from the Trustee of a release pursuant to Section 10.2(b), the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall promptly execute, deliver or acknowledge each stating that all documents, instruments and releases that conditions precedent provided for in this Indenture relating to such transaction have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may becomplied with.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend, distribution or mergerotherwise) of all of the Capital Stock of such a Subsidiary Guarantor or the sale sale, exchange, transfer or other disposition of all or substantially all of the assets of the Subsidiary Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the a Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor, other than the Indirect Parent or the Company, being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement or (ii) in the case of a Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) in the case of the Subsidiary Guarantees, the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee Guarantees shall be reinstated upon the Reversion Date.Date pursuant to Section 3.21; and (c8) (i) The Note Guarantee of Holdings pursuant to Article IX or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (dii) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions provisions of the Issuer and/or First Lien Intercreditor Agreement (but only with respect to the Guarantor, as the case may beGuarantors party thereto).

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Note Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement and all other Indebtedness with Pari Passu Lien Priority relative to the Notes or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated) or a refinancing or repayment in full of the Credit Agreement and/or such other Indebtedness with Pari Passu Lien Priority relative to the Notes; and (6) the merger, amalgamation or consolidation of solely if such Guarantor does not Guarantee Indebtedness (or commitments in respect thereof) (other than the Notes) with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets Pari Passu Lien Priority relative to the Issuer or another Guarantor; or Notes (7for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)) immediately prior and during the Suspension Period, upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion DateDate or, if earlier, the Guarantee by such Guarantor of Indebtedness (or commitments in respect thereof) with Pari Passu Lien Priority relative to the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)). (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor with respect to any series of Notes shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the NotesNotes of such series, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;; or (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes of such series; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent . At the request of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of Company and subject to Sections 12.4 and 12.5, the Notes, as provided in Article VIII Trustee shall execute and Article XIdeliver an appropriate instrument evidencing any such release. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor and the other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor as a result of which, such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Parent Guarantor or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action Subsidiary, in each case, in accordance with the Intercreditor Agreements)this Indenture; (2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) the defeasance or discharge of the Notes, as provided in Articles ARTICLES VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause[Reserved]; (5) [reserved];such Subsidiary Guarantor being (or being substantially concurrently) released from all of: (i) its obligations under all of its Guarantees of payment of any Indebtedness under a Credit Facility or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Subsidiary Guarantor pursuant to SECTION 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated), (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; this Indenture, or (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon on the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee the Guaranty or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee the Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Upon the sale or disposition of a 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 Guarantor is the surviving corporation in such transaction, to a Person which is not one of the Issuers or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture, the Guaranty and the Security Documents to which it is a party, its obligations under the Guaranty will terminate and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Security Documents shall be released with respect to the Securities if the sale or other disposition is in compliance with this Indenture, including this Section 9.2. (b) The Note Guarantee of Each Guarantor will be deemed released from all its obligations under this Indenture, the Guaranty and the Security Documents to which it is a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) party, and its obligations under the Guaranty will terminate, upon the legal defeasance of the Capital Stock Securities or upon satisfaction and discharge of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than this Indenture, in each case pursuant to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture provisions of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion DateArticle VII hereof. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor (after which such Guarantor is no longer a Restricted Subsidiary) or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;; or (5) [reserved]; (6) to the merger, amalgamation or consolidation of extent such Guarantor is also a guarantor or borrower under the New Credit Agreement and, at the time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the New Credit Agreement, (y) does not Guarantee any Indebtedness of the Company or any of the other Guarantors, and into the Issuer or another Guarantor (z) there is no Indebtedness outstanding that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of was Incurred by such Guarantor following the transfer of all of under Section 3.2(a) in its assets to the Issuer or another status as a Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved];such Guarantor being released from all of (i) its obligations under all of its Note Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement, the Existing Notes and all other Indebtedness with Pari Passu Lien Priority relative to the Notes or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release (x) as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated) or (y) a refinancing or repayment in full of the Credit Agreement and/or such other Indebtedness with Pari Passu Lien Priority relative to the Notes; and (6) the merger, amalgamation or consolidation of solely if such Guarantor does not Guarantee Indebtedness (or commitments in respect thereof) (other than the Notes) with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets Pari Passu Lien Priority relative to the Issuer or another Guarantor; or Notes (7for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)) immediately prior and during the Suspension Period, upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion DateDate or, if earlier, the Guarantee by such Guarantor of Indebtedness (or commitments in respect thereof) with Pari Passu Lien Priority relative to the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)). (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor (if any) hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of, in one or more related transactions, all or substantially all of its assets to, or consolidate with or merge into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (i) immediately after giving effect to such transaction, or series of related transactions, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or a Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form specified in this Indenture, all the obligations of that Guarantor under its Note Guarantee and this Indenture; or (B) such transaction complies with Section 3.7 hereof. (c) A Guarantor (if any) may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and Section 3.7. (d) A Note Guarantee by a Subsidiary Guarantor shall terminate will be automatically released upon: (1a) a sale the sale, disposition or other disposition transfer (including by way of consolidation through merger or mergerconsolidation) of (x) the Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary of the Company or the sale or disposition of (y) all or substantially all the assets of the Guarantor applicable Guarantor, in each case, to a Person that is not a Subsidiary of the Company if such sale, disposition or other than to transfer is made in compliance with this Indenture; or (b) the Issuer release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant Guarantor that resulted in the obligation to an enforcement action in accordance with guarantee the Intercreditor Agreements)Notes; (2ii) the designation in accordance with this Indenture by the Company of the any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; and (iii) the payment in full of the Obligations under the Notes and this Indenture or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) legal defeasance, covenant defeasance or satisfaction and discharge of the Notes, as provided this Indenture in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor accordance with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI). (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1i) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor or the sale sale, exchange, transfer or other disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and Subsidiary, in each case as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2ii) the designation in accordance with this Indenture of any Subsidiary of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which a Subsidiary of the Guarantor is no longer a Restricted Subsidiary; (3iii) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to ‎Article VIII or ‎Article XI; (4iv) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidationGuarantor, or upon the liquidation of any such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or (7v) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Dateas described in ‎Article IX. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) with respect to Subsidiary Guarantors, a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor as a result of which such Guarantor ceases to be a Restricted Subsidiary, or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the such Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) with respect to Subsidiary Guarantors, to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment (i) by the Company of any Indebtedness of the Company under the Senior Secured Term Credit Facility or (ii) in the case of a Note Guarantee made by a Subsidiary Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 3.7 hereof, by the Company or the applicable Guarantor of the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Senior Secured Term Credit Facility or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement occurrence of an Investment Grade Status pursuant to Section 3.17Event; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release 8) in accordance with the directions of the Issuer and/or the Guarantor, as the case may beArticle IX.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Existing Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and law. Each Guarantor may consolidate with or merge into or sell its assets to an Issuer or another Guarantor without limitation. Each Guarantor may consolidate with or merge into 55 48 or sell all or substantially all its assets to a Person other than the Issuers or another Guarantor (whether or not otherwise being void affiliated with the Guarantor), except that if the surviving Person of any such merger or voidable under any similar laws affecting consolidation, or the rights of creditors generally. (b) The Note Guarantee of Person to whom such sale is made, is a Subsidiary Guarantor of either Issuer, such Subsidiary shall terminate upon: (1) not be a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or Foreign Subsidiary. Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all the assets of the Guarantor its assets) to a Person other than to (whether or not an Affiliate of the Issuer Guarantor) which is not a Subsidiary of either of the Issuers, which sale or a Restricted Subsidiary and as disposition is otherwise permitted by in compliance with the Indenture, such Guarantor will be deemed released from all its obligations under this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of and its Guarantee and such Guarantee will terminate; provided, however, that any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) such termination will occur only to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation obligations of such Guarantor with and into under the Issuer Existing Credit Agreement will also terminate upon such release, sale or another transfer. Upon the termination for any reason of all of the obligations of a Guarantor that is under the surviving Person in such mergerExisting Credit Agreement (including, amalgamation or consolidationwithout limitation, upon the agreement of the lenders thereunder or upon the liquidation replacement thereof with a credit facility not requiring such guarantees) and the delivery of each of the Issuers to the Trustee of an Officers' Certificate with respect to the foregoing matters, such Guarantor following the transfer of will be deemed released from all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that obligations under this Indenture and its Guarantee and such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XIterminate. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) upon a sale or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant Indenture; provided that this Section 10.2(b)(1) shall not apply to an enforcement action in accordance with the Intercreditor Agreements)Parent; (2) upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;, (3) upon the defeasance or discharge of the Notes, as provided in Articles VIII or XI;, (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]upon such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment of any Indebtedness under the Credit Agreement and the Existing Notes or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuers or a Guarantor pursuant to Section 3.7 hereof the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date; (7) with respect to the Note Guarantee of Parent and its Restricted Subsidiaries (other than (x) the Company and its Restricted Subsidiaries and (y) unless a LifeCell Disposition shall have occurred or will occur concurrently therewith, LifeCell and its Restricted Subsidiaries) and any other Parent Entity of the Company, upon the occurrence of a LifeCell Trigger Event; or (8) with respect to the Note Guarantee of Parent and its Restricted Subsidiaries (other than the Company and its Restricted Subsidiaries) substantially simultaneously with the IPO Trigger Event. (c) The Note Guarantee For purposes of Holdings or any this Section 10.2, following the occurrence of an IPO Trigger Event, each Issuer (other direct or indirect parent of than the Additional Issuer) will be treated as a Guarantor and its obligations will be released pursuant to this Indenture and the Notes as described in Section 10.2(b) so long as at least one issuer remains as Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor (including any sale, exchange, transfer or the sale or disposition other disposition) of all or substantially all the assets of the Guarantor to a Person other than to the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, except in the case of (5) or (5), a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantorthis Indenture; or (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation consolidation, merger or mergeramalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to the Section 3.7 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw. (b) The Note Guarantee Subject to Article IV and Section 3.7, a Guarantor may not sell or otherwise dispose of a Subsidiary all or substantially all of its properties or assets to, or consolidate with or merge into (whether or not such Guarantor shall terminate uponis the surviving Person), another Person, other than the Company or another Guarantor, unless: (1i) a immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the properties or assets in any such sale or other disposition (including or the Person formed by way of or surviving any such consolidation or mergermerger (if other than the Company or a Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the Section 3.7 hereof. (c) A Guarantor may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and Section 3.7. (d) The Subsidiary Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Capital Stock of Company or such Guarantor or the Guarantor: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; or (ii) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other than to disposition complies with Section 3.7 hereof; or (iii) if the Issuer or a Company designates any Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the that is a Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence applicable provisions of any event after which the Guarantor is no longer a Restricted Subsidiary;this Indenture; or (3iv) defeasance at any time as such Guarantor does not have outstanding any Indebtedness or discharge guarantee any Indebtedness of the Notes, as provided in Articles VIII Company or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another a Guarantor; or (7v) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings Legal Defeasance or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of this Indenture as provided in Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Any Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI;; or (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture Guaranty to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Guarantees under the Credit Facilities) 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 Obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this IndentureGuaranty, result in the obligations Obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign Federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a A Subsidiary Guarantor shall terminate uponwill be released from this Guaranty without the consent of the Authority, the Trustee or any Holders with no further notice or act of any party: (1) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of the that Subsidiary Guarantor (including by way of merger or consolidation) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and Subsidiary, if the sale or other disposition as otherwise permitted by this of the time of such disposition does not violate the covenant described in Section 3.5 of the Company Indenture (including pursuant to an enforcement action which is incorporated by reference in accordance with Section 5.17 of the Intercreditor AgreementsLoan Agreement); (2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the designation in accordance with this Indenture Company or a Restricted Subsidiary of the Company, if such sale or other disposition does not violate the covenant described in Section 3.5 of the Company Indenture (which is incorporated by reference in Section 5.17 of the Loan Agreement) and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result thereof; (3) if the Company designates that Subsidiary Guarantor as an Unrestricted Subsidiary or in accordance with the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge provisions of the Notes, as provided in Articles VIII Agreement or XI(ii) if such Subsidiary Guarantor becomes an Excluded Subsidiary; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) upon defeasance of the definition of “Immaterial Subsidiary,” upon Bonds in accordance with the release of all guarantees referred to in such clauseIndenture; (5) [reserved];at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or (6) as provided in the merger, amalgamation or consolidation of such covenant described below in Section 7 hereof. Any released Subsidiary Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets will join this Guaranty if required to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status do so pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date7. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor, in each case as a result of which such Guarantor ceases to be a Restricted Subsidiary, or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the Guarantor Guarantor, to a Person other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary, in each case to the extent not otherwise permitted prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to being (or being substantially concurrently) released or discharged from all of its obligations under all of its Guarantees of payment by the operation Issuer of clause (i) any Indebtedness of the definition Issuer under the Senior Credit Facilities, except a release as a result of “Immaterial Subsidiary,” upon the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of all guarantees referred to in such clauseGuarantor under the Senior Credit Facilities is so reinstated, such Note Guarantee shall also be reinstated); (5) [reserved]; (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (76) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c7) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in described under Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of In the event a Subsidiary Guarantor shall terminate upon: is sold or disposed of (1) a whether by merger, consolidation, the sale or other disposition (including by way of consolidation or merger) of the its Capital Stock of such Guarantor or the sale or disposition of all or substantially all of its assets (other than by lease) and whether or not the assets of Subsidiary Guarantor is the Guarantor surviving corporation in such transaction) to a Person other than to which is not the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Company, such Subsidiary Guarantor as an Unrestricted will be released from its obligations under its Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;Guarantee if: (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) the sale or other disposition is in compliance with this Indenture, including Section 3.5 (it being understood that only such portion of the definition Net Available Cash as is required to be applied on or before the date of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions terms of this Indenture needs to be applied in accordance therewith at such time) and Article V; and (ii) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation, and any other agreements relating to any other Indebtedness of the Issuer Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) In the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Credit Facilities and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.2(b), then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or in connection with any legal defeasance of the Securities or upon satisfaction and discharge of this Indenture, each in accordance with the terms of this Indenture. (d) In order for a Subsidiary Guarantor to be released from its obligations under its Subsidiary Guarantee in any of the cases set forth above, the Trustee may require that the Subsidiary Guarantor will deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and/or the Guarantor, as the case may berelease have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor 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 Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee Guaranteed Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyapplicable law. (b) The Note Guarantee of a Each Subsidiary Guarantor shall terminate uponbe released and relieved of its obligations under its Subsidiary Guarantee in the event that: (1i) there is a Legal Defeasance or a Covenant Defeasance of the Notes Pursuant to Article VIII; (ii) there is a sale or other disposition (including by way of through a consolidation or merger) of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; (iii) there is a sale or disposition of all or substantially all of the assets of the such Subsidiary Guarantor (including by way of merger, stock purchase, asset sale or otherwise) to a Person other than that is not (either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Guarantor; (2iv) the designation in accordance with this Indenture of the such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiaryin accordance with Section 3.11; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6v) the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into shall become prevented from guaranteeing the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another GuarantorNotes by local law; or (7vi) the achievement there is a satisfaction and discharge of Investment Grade Status this Indenture pursuant to Section 3.178.7; provided that provided, in each case, such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII transactions are carried out pursuant to and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may beall applicable covenants and provisions hereof.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Note Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including any guarantees of Lenders Debt and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or Upon the sale or disposition of a Note 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 assets of Note Guarantor is the Guarantor surviving corporation in such transaction, to a Person other than to which is not the Issuer Company or a Restricted Subsidiary and as otherwise permitted by of the Company (other than a Receivables Entity), such Note Guarantor will be automatically released from all its obligations under this Indenture and its Note Guarantee and the Registration Rights Agreement and such Note Guarantee will terminate; provided, however, that (x) the sale or other disposition is in compliance with this Indenture, including Sections 3.5, 3.9 and 4.1, and (y) all the obligations of such Note Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) Each Note Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Note Guarantee shall terminate (x) upon the legal defeasance of the Securities pursuant to an enforcement action the provisions of Article VIII hereof or (y) in accordance with the Intercreditor Agreements);Section 3.13 of this Indenture. (2d) Each Note Guarantor shall be released from its obligations under this Indenture, its Note Guarantee and the designation in accordance with this Indenture of Registration Rights Agreement if the Company designates such Note Guarantor as an Unrestricted Subsidiary or and such designation complies with the occurrence other applicable provisions of any event after which the Guarantor is no longer a Restricted Subsidiary;this Indenture. (3e) defeasance or Each Note Guarantor shall be released from its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement upon satisfaction and discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status this Indenture pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date8.1(a). (cf) The Note Guarantee of Holdings or any other direct or indirect parent Trustee shall promptly execute and deliver an appropriate instrument prepared and delivered to it at the expense of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, Company evidencing any such release upon receipt of any applicable Officer’s a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested certifying as to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance the compliance with the directions of the Issuer and/or the Guarantor, as the case may bethis Section 11.2.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder shall be limited to the maximum amount as willwould not render such Subsidiary Guarantor’s obligations subject to avoidance under any applicable laws, after giving effect including, without limitation, applicable fraudulent conveyance provisions of any such applicable laws, or would not result in a breach or violation by such Subsidiary Guarantor of any provision of any then-existing agreement to all other contingent and fixed liabilities which it is party, including any agreements entered into in connection with the acquisition or creation of such Guarantor and after giving effect Subsidiary Guarantor; provided that such prohibition was not adopted to any collections from or payments made by or on behalf of any other Guarantor in respect of avoid guaranteeing the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyNotes. (b) The Note Guarantee of a Subsidiary Guarantor will terminate and be released upon, and such Subsidiary Guarantor shall terminate uponbe released and relieved of its obligations under its Note Guarantee in the event that: (1) a sale or other disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the a sale or disposition (including by way of consolidation or merger) of all or substantially all the assets of the such Subsidiary Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture repayment, repurchase, defeasance or discharge of the Indebtedness (including Guarantees) by such Subsidiary Guarantor as an Unrestricted Subsidiary or of the occurrence Indebtedness which resulted in the requirement of any event after which the Guarantor is no longer a Restricted Subsidiarysuch Note Guarantee under Section 10.06; (3) defeasance upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the NotesIndenture, as provided in Articles VIII or XIunder Article 8 and Article 14; (4) to the extent that Designation of such Subsidiary Guarantor is not as an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Unrestricted Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved];the liquidation or dissolution of such Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuing; or (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) extent that a Subsidiary Guarantor guaranteed the achievement of Investment Grade Status Notes solely pursuant to item (B) of Section 3.17; provided that 10.06(a) by ceasing to be an Excluded Subsidiary, and such Note Subsidiary Guarantor again becomes an Excluded Subsidiary and would not otherwise be required to Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII then the Guarantee of such Subsidiary Guarantor shall be terminated and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.released,

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the ABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subject to Section 10.2(c), each Subsidiary Guarantor shall terminate upon: will not, and the Issuer will not permit any Subsidiary Guarantor to, (1) a sale consolidate or other disposition merge with or into or wind up into (including by way of consolidation whether or mergernot such Subsidiary Guarantor is the surviving entity), or (2) of the Capital Stock of such Guarantor sell, assign, transfer, convey, lease, or the sale or disposition otherwise dispose of all or substantially all the assets of the Guarantor to a Person its properties and assets, in one or more related transactions, other than to the Issuer or a another Subsidiary Guarantor unless: (i) immediately after giving effect to that transaction (and treating any Indebtedness which becomes an obligation of the surviving Person or any Restricted Subsidiary and as otherwise permitted a result of such transaction as having been incurred by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreementssurviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists; (ii) (A) the Person acquiring the property in any such sale, assignment, transfer, conveyance, lease or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that the provisions described in this clause (1) shall not apply if such Subsidiary Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (2) assumes all the designation in accordance with obligations of that Subsidiary Guarantor under this Indenture of Indenture, its Subsidiary Guarantee, the Guarantor as an Unrestricted Subsidiary or Registration Rights Agreement and the occurrence of any event after which Security Documents related to the Guarantor is no longer Notes pursuant to a Restricted Subsidiary; supplemental indenture satisfactory to the Trustee and (3) defeasance shall cause such amendments, supplements or discharge other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the Notes, as provided in Articles VIII relevant states or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantorjurisdictions; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.and

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note A Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) a sale the sale, exchange, disposition or other disposition transfer (including by way of through merger, consolidation or mergerdissolution) of (x) the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event Guarantor, if after which such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4 and Section 3.11 and the definition of “Unrestricted Subsidiary;” (3) the Issuer’s exercise of its legal defeasance option or discharge of the Notes, covenant defeasance option as provided in Articles described under Article VIII or XIif the Issuer’s Obligations under this Indenture are discharged (including through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause release or discharge (iincluding a simultaneous release or discharge) of the definition Guarantee by, or direct obligation of, such Guarantor of “Immaterial Subsidiary,” upon the Obligations under all Triggering Indebtedness, except a discharge or release by or as a result of all guarantees referred to payment in connection with the enforcement of remedies under such clause;guarantee or direct obligation; or (5) [reserved]; (6) the mergerGuarantor becomes a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or FSHCO and, amalgamation or consolidation of immediately after such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such mergerrelease, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Dateit will no longer guarantee any Triggering Indebtedness. (c) The Note Guarantee In the case of Holdings or any other direct or indirect parent Section 10.2(b), to the extent the Issuer requests evidence of the release of a Guarantor through a supplemental indenture or amendment to this Indenture or other documentation, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as all conditions precedent provided for in Article VIII and Article XIthis Indenture relating to such transaction have been complied with. (d) The Trustee, upon receipt release of any applicable Officer’s Certificate a Guarantor from its Guarantee and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release its obligations under this Indenture in accordance with the directions provisions of this Section 10.2 shall not preclude the Issuer and/or the Guarantor, as the case may befuture applications of Section 3.9 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale sale, exchange, transfer or other disposition (including by way of consolidation merger, amalgamation, consolidation, dividend distribution or mergerotherwise) of the Capital Stock of such Guarantor, in each case as a result of which such Guarantor ceases to be a Restricted Subsidiary, or the sale sale, exchange, transfer or disposition other disposition, of all or substantially all of the assets of the Guarantor Guarantor, to a Person other than to the Issuer Company or a Restricted Subsidiary and as Subsidiary, in each case to the extent not otherwise permitted prohibited by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause; (5) [reserved]such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (6) upon the merger, amalgamation or consolidation of such any Guarantor with and into the Issuer Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following Guarantor, in each case, in compliance with the transfer applicable provisions of all of its assets to the Issuer or another Guarantor; orthis Indenture; (7) upon the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.; or (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, 8) as provided in described under Article VIII and Article XIIX. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Any Note Guarantee of a Subsidiary Guarantor shall terminate be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person (other than to the Issuer or a Restricted Subsidiary and as Subsidiary) otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements)Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees the guarantee referred to in such clause;, or (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.