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

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth below, result in the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary this Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowthe Indenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company Hanover or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Subject to Section 9.10 of the Participation Agreement, each Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company Hanover or a Wholly-Owned Subsidiary another Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the CompanyHanover, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under this Guarantee pursuant to a Foreign Subsidiarysupplemental guarantee in form and substance reasonably satisfactory to the Indenture Trustee, the Indenture and this Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) Hanover delivers to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Indenture Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease), and whether or not the Guarantor is the surviving corporation in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not Hanover or a Restricted Subsidiary of the CompanyHanover (other than a Receivables Entity), which sale or disposition is otherwise in compliance with this Indenture the Participation Agreement (including SECTION 3.6Sections 9.6, 9.8 and 9.10 thereof), such Subsidiary Guarantor shall will be deemed released from all its obligations under this the Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall Hanover or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. A Guarantor will be deemed released and relieved of its obligations under this Guarantee without any further action required on the part of Hanover or such Guarantor upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementABL Loan Documents and Term Loan Documents) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth below, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all and its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with obligations under the Subsidiary Guarantor)Guarantee, except that if this Indenture, the surviving corporation of Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any such merger or consolidation is a Subsidiary of the Companysale, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale exchange, transfer or disposition of a Subsidiary Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all the assets (other than by lease) of its assets) such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyRestricted Subsidiary; provided that (x) such sale, which sale exchange, transfer or disposition is otherwise made in compliance with this Indenture, including Section 3.7 (it being understood that only such portion, if any, of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Article IV and (including SECTION 3.6), y) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (b) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent that all obligations provisions of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferArticle VIII hereof.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Subsidiary Guarantor hereunder 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 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 Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture or as set forth below, result in the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each The Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a the Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this the Indenture (including SECTION 3.63.7), such the Subsidiary Guarantor shall be deemed released from all its obligations under this the Indenture and its Subsidiary Guarantee and such this Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such the Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate shall automatically and unconditionally terminate and be discharged, and the Subsidiary Guarantor shall be automatically and unconditionally released and discharged from, all obligations under its Subsidiary Guarantee and under this Indenture and the Securities upon: (i) any direct or indirect sale, exchange, transfer or disposition (whether by merger, consolidation, disposition or otherwise) of (A) the Capital Stock of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary or (B) all or substantially all the assets (other than by lease) of such Subsidiary Guarantor, in each case whether or not such Subsidiary Guarantor is the surviving Person in such transaction, to a Person which is not the Company or a Subsidiary, in each case so long as the sale, exchange, transfer or disposition does not violate Section 3.10; provided that to the extent such Subsidiary Guarantor is also an obligor under any Material Debt Facility, such Subsidiary Guarantor shall be relieved from its obligations under such Material Debt Facility upon consummation of such transaction (unless (i) such Subsidiary Guarantor is the primary borrower under such Material Debt Facility and (ii) neither the Company nor any other Subsidiary Guarantor will be obligated under such Material Debt Facility upon consummation of such transaction); (ii) the occurrence of legal defeasance or covenant defeasance or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII; or (iii) the merger or consolidation of such Subsidiary Guarantor with and into the Company or merge into another Subsidiary Guarantor that is the surviving Person in such merger or sell consolidation, or upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if . (b) In the surviving corporation case of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor paragraph (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsa)(i) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)above, such Subsidiary Guarantor shall be deemed released from deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all its obligations under conditions precedent provided for in this Indenture and its relating to such transaction have been complied with. (c) If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, and the Company desires the Trustee to execute an instrument evidencing such Subsidiary Guarantee release, then the Company shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only deliver to the extent Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that all obligations such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor under from its Subsidiary Guarantee complies with this Indenture, the Senior Credit Agreement Trustee shall execute and all deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Guarantees of, and under all Subsidiary Guarantee (it being understood that the failure to comply with this paragraph (c) shall not impair or have any effect upon any release of its pledges any Subsidiary Guarantee pursuant to the provisions of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Section 10.2).

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth below, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), ) except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel complying with Section 13.4 and 13.5 hereof and addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Section 3.7), such Subsidiary the Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such its Subsidiary Guarantee shall terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall occur only to the extent that all obligations of such Subsidiary the Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to Section 10.2(c), each Subsidiary Guarantor may will not, and the Issuer will not permit any Subsidiary Guarantor to, (1) consolidate or merge with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge wind up into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with such Subsidiary Guarantor is the Subsidiary Guarantorsurviving entity), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company(2) sell, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale assign, transfer, convey, lease, or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, other than to the Issuer or 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 as a result of such transaction as having been incurred by the surviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists; (whether ii) (A) the Person acquiring the property in any such sale, assignment, transfer, conveyance, lease or not an Affiliate of disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) (1) which is not a Subsidiary organized or existing under the laws of the CompanyUnited States, which sale any state thereof or disposition is otherwise the District of Columbia (provided that the provisions described in compliance with this Indenture clause (including SECTION 3.6), 1) shall not apply if such Subsidiary Guarantor shall be deemed released from 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 its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such that Subsidiary Guarantor under this Indenture, its Note Guarantee, the Senior Credit Registration Rights Agreement and all of its Guarantees ofthe Security Documents related to the Notes pursuant to a supplemental indenture satisfactory to the Trustee and (3) shall cause such amendments, supplements or 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 all of its pledges of assets the Uniform Commercial Code or other security interests which secure, any other Indebtedness similar statute or regulation of the Company shall also terminate upon such release, sale relevant states or transfer.jurisdictions; and

Limitation on Liability; Termination, Release and Discharge. (a) The obligations Obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations Obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state applicable law. Each In addition, (i) The enforcement of any obligations of any Subsidiary Guarantor may consolidate with or merge into or sell which is incorporated in Germany in respect of its assets Subsidiary Guarantee shall be limited if and to the Company or another Wholly-Owned extent it would otherwise result in a violation of sections 30, 31 and/or 64 sentence 3 of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung). (ii) The liability of any Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporationincorporated in Italy shall not exceed, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation as of any such merger or consolidation is a Subsidiary of date from the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidationIssue Date, the sale aggregate of its Capital Stock (i) the maximum amount borrowed by, or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)made available to, such Subsidiary Guarantor shall be deemed released or any of its Subsidiaries from all the Company or any of its obligations under this Indenture and its Subsidiary Guarantee and Subsidiaries (other than such Subsidiary Guarantee shall terminate; PROVIDEDGuarantor or its Subsidiaries) and (ii) the maximum amount of the liabilities of such Subsidiary Guarantor or any of its Subsidiaries guaranteed or otherwise the subject of credit support by the Company or any of its Subsidiaries (other than such Subsidiary Guarantor or its Subsidiaries), HOWEVER, that any such termination shall occur only subject to the extent that all application of Article 2467 of the Italian Civil Code; furthermore, the enforcement of any obligations of such Subsidiary Guarantor in respect of its Subsidiary Guarantee shall neither reduce the Subsidiary Guarantor’s share capital below the minimum amount as set forth in Article 2482-ter of the Italian Civil Code nor result in the insolvency of the Subsidiary Guarantor pursuant to Article 5 of the Royal Decree dated 16th March 1942, No. 267. For the purposes of Article 1938 of the Italian Civil Code, the liability of each Subsidiary Guarantor incorporated in Italy under its Subsidiary Guarantee shall not in any event exceed the overall amount of RMB2,400 million. (iii) the enforcement of any obligations of any Subsidiary Guarantor whose registered office/place of central administration is Luxembourg in respect of its Subsidiary Guarantee shall not exceed the greater of (A) an amount equal to 95% of such Subsidiary Guarantor’s net assets (capitaux propres), as of the date hereof, as shown in its most recently and duly approved financial statements (comptes annuels), and (B) an amount equal to 95% of the Subsidiary Guarantor’s net assets (capitaux propres), as of the date of a written demand for payment under the Senior Credit Agreement Subsidiary Guarantee, as shown in its most recently and all duly approved financial statements (comptes annuels). For the purpose of its Guarantees ofclause (iii), and under all of its pledges of assets or other security interests which secure“net assets” (capitaux propres) will be determined in accordance with Luxembourg law and, any other Indebtedness in particular, with Article 34 of the Company shall also terminate upon Luxembourg Act of 19 December 2002 on the Register of Commerce and Companies, on accounting and on annual accounts of the companies, as amended. In any case, no such releaseobligations will extend to include any obligation or liability if to do so would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Act on commercial companies of 10 August 1915, sale or transferas amended.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Securities Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Securities Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of the Company (by merger, consolidation, the sale of its Capital Stock (in whole or in part) or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), which such Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Securities Guarantee and the Registration Rights Agreement and such Securities Guarantee will terminate, if: (x) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Sections 3.5, 3.9 and 4.1 and (including SECTION 3.6), y) all the obligations of such Subsidiary Guarantor under the Credit Facility and any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Securities Guarantee shall terminate upon the legal defeasance of the Securities pursuant to the provisions of Article VIII hereof. (d) Each Subsidiary Guarantor shall be released from its Subsidiary obligations under this Indenture, its Securities Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of Registration Rights Agreement if the Company designates such Subsidiary Guarantor under as an Unrestricted Subsidiary and such designation complies with the Senior Credit Agreement and all other applicable provisions of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each 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) A Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor, if after such transaction the Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary, or merge into or sell (y) all or substantially all its the assets to a corporationof such Subsidiary Guarantor, partnershipif such sale, trustexchange, limited partnership, limited liability company disposition or other similar entity other than the Company transfer (including through merger, consolidation or a Wholly-Owned dissolution) is made in compliance with this Indenture, so long as such Subsidiary Guarantor is also released from its guarantee and all pledges and security interests granted in connection with any Indebtedness under the Senior Credit Agreements and Certain Capital Markets Debt; (whether or not affiliated 2) the Issuer designating such Subsidiary 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) in the case of any Restricted Subsidiary Guarantorthat 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 the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes (and the release, discharge or repayment of any other Indebtedness that would require such Restricted Subsidiary to guarantee the Notes pursuant to Section 3.11), except that if by reason of payment under or the surviving corporation of any such merger termination or consolidation is a Subsidiary repayment of the CompanySenior Credit Agreements or Certain Capital Markets Debt or if a release, discharge or repayment is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; (4) the Issuer’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 the Notes as a result of satisfaction and discharge or otherwise) as described under Article VIII; (5) the release or discharge of the guarantee by, or direct obligation of, such Subsidiary shall not Guarantor of the Obligations under the Senior Credit Agreements, all other Parity Lien Indebtedness and Certain Capital Markets Debt, except by reason of payment under or the termination or repayment of the Senior Credit Agreements or Certain Capital Markets Debt or a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation, but only if the Liens on the Collateral of such Subsidiary Guarantor are also substantially concurrently released pursuant to the terms of this Indenture; (6) such Subsidiary Guarantor ceasing to be a Foreign Domestic Subsidiary; or (7) upon the occurrence of a Covenant Suspension Event pursuant to Section 3.15. Upon the sale or disposition A Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either Senior Credit Agreement, this Indenture or any other Parity Lien Indebtedness or Priority Lien Indebtedness or other exercise of remedies in respect thereof in accordance with the Intercreditor Agreements. The Guarantee of Holdings will be released if the Issuer exercises its legal defeasance option or covenant defeasance option as described under Section 8.2, if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture as described under Section 8.1 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture or if there is a release or discharge of such Guarantee by, or direct obligation of, Holdings of the Obligations under the Senior Credit Agreements, except by mergerreason of payment under or the termination or repayment of the Senior Credit Agreements or Certain Capital Markets Debt or a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation. (c) If any Subsidiary Guarantor is released from its Guarantee, consolidationany of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any (except to the extent any such Subsidiaries are required to guarantee the Senior Credit Agreements). (d) In the case of 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 sale of its Capital Stock or Issuer shall deliver to the sale of Trustee an Officer’s Certificate stating that all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise conditions precedent provided for in compliance with this Indenture relating to such transaction have been complied with. (including SECTION 3.6), such Subsidiary e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor may consolidate with shall 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) the sale, disposition or merge into other transfer (including through merger or sell its assets to consolidation) of the Company Capital Stock (including any sale, disposition or another Wholly-Owned Subsidiary other transfer following which the applicable Guarantor without limitation. Each Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary), or merge into or sell all or substantially all its assets to a corporationthe assets, partnershipof the applicable Guarantor if such sale, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise 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) 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 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 a result of payment under such other guarantee; (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; or (including SECTION 3.65) the release or discharge of the guarantee by such Guarantor of the obligations under the Credit Agreement, except a discharge or release by or as a result of payment under such guarantee. (c) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will be released from their Guarantees, if any. (d) In the case of this Section 10.2(b), the Issuer shall deliver 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 such Subsidiary transaction have been complied with. (e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreementany Debt Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all and its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with obligations under the Subsidiary Guarantor)Guarantee will be released and discharged, except that if the surviving corporation of upon any such merger or consolidation is a Subsidiary of the Companysale, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale exchange, transfer or disposition of a Subsidiary Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all the assets (other than by lease) of its assets) such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving Person in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary; 79 provided that all the obligations of such Subsidiary Guarantor under the ABL Facility and any other Material Debt Facility terminate upon consummation of the Company, which sale or disposition is otherwise in compliance with this Indenture such transaction. (including SECTION 3.6), such b) A Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent provisions of Article VIII hereof. (c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture shall be released and discharged in the event that all obligations of such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness under the Senior Credit Agreement ABL Facility (including by reason of the termination of the ABL Facility) and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company and its Restricted Subsidiaries under any Material Debt Facility that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee and this Indenture; provided, that any Restricted Subsidiary released from its Subsidiary Guarantee by operation of this Section 10.2(c) shall also terminate upon remain subject to the provision of the covenant described in Section 3.6. (d) A Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) A Subsidiary Guarantor shall be automatically released from its Subsidiary Guarantee and its obligations under this Indenture on the first calendar day the Securities are rated Investment Grade by both Rating Agencies, provided that any Restricted Subsidiary so released by operation of this Section 10.2(e) shall remain subject to the provision of the covenant described in Section 3.6. (f) In the case of paragraph (a) above, such Subsidiary Guarantor shall 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 have been complied with. (g) If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, and the Company desires the Trustee to execute an instrument evidencing such release, sale then the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee 80 complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to comply with this paragraph (g) shall not impair or transferhave any effect upon any release of any Subsidiary Guarantee pursuant to the provisions of this Section 10.2).

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each 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) A Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger or consolidation) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary, or merge into or sell (y) all or substantially all its the assets to a corporationof such Subsidiary Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture, so long as such Subsidiary Guarantor is also released from its guarantee and all pledges and security interests granted in connection with the Senior Credit Agreement; (2) Dutch Co-Issuer designating such Subsidiary 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) 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 or the repayment of Indebtedness of an Issuer or any Restricted Subsidiary, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment under such other guarantee; (4) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture; or (including SECTION 3.6)5) upon the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of the obligations under the Senior Credit Agreement, except a discharge or release by or as a result of payment under such guarantee or direct obligation. (c) The Guarantee of Parent shall be deemed released if the Issuers exercise their legal defeasance option or covenant defeasance option pursuant to Section 8.1, or if the Issuers’ obligations under this Indenture are discharged in accordance with this Indenture. (d) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) In the case of Section 10.2(b), the Issuers shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (f) The release of a Guarantor from its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount that can be hereby guaranteed by each Guarantor with-out rendering the Note Guarantee of such Guarantor voidable under applicable laws relating to fraudulent convey-ance, fraudulent transfer, improper corporate benefit, capital maintenance, fiduciary duties of management, financial assistance or similar laws affecting the rights of creditors generally. (b) Any limitations on the obligations of any Restricted Subsidiary that becomes a Guarantor after the Issue Date, which are necessary to avoid any of the scenarios contemplated in clause (a) of this Section 10.2, shall be set forth in the supplemental indenture hereto pursuant to which such Guarantor shall accede to this Indenture, and such limitations shall for all purposes have the same effect as willif set out in full in this Section 10.2. (c) Any Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally re-leased and discharged upon: (i) any sale or other disposition (including by way of consolidation, after giving effect to all other contingent and fixed liabilities amalgamation or merger) of the Capital Stock of such Subsidiary Guarantor (includingafter which such Subsidiary Guaran-tor is no longer a Restricted Subsidiary, without limitation, or any Guarantees under sale or other disposition of all or substantially all 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 assets of the obligations Subsidiary Guarantor, to a Person other than to the Issuer or a Restricted Subsidi-ary, in each case, if such sale or other disposition is made in compliance with the provisions of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture; (ii) the designation in accordance with this Indenture or as set forth below, result in the obligations of the Subsidiary Guarantor under its as an Unrestricted Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each the occurrence of any event after which the Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary; (iii) defeasance or merge into discharge of the Notes, as provided in Articles VIII or sell its assets to the Company or another Wholly-Owned XI; (iv) such Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell being released from (A) all or substantially of its obligations under all of its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than Guarantees of payment by the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation Issuer of any such merger or consolidation is a Subsidiary Indebtedness of the Company, such Subsidiary shall not be Issuer under the Credit Agreement or (B) in the case of a Foreign Subsidiary. Upon the sale or disposition of Note Guarantee made by a Subsidiary Guarantor (by each, an “Oth-er Guarantee”) as a result of its Guarantee of other Indebtedness of the Issuer or a Guarantor pur-suant to Section 3.7, the relevant Indebtedness, except in the case of (A) or (B), a release as a re-xxxx of the repayment in full of the Indebtedness specified in clause (A) or (B) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such In-debtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or (v) (A) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such mer-ger, amalgamation or consolidation, or (B) the sale liquidation or dissolution of its Capital Stock or such Subsidiary Guar-antor following the sale transfer of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only assets to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets Issuer or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferanother Subsidi-ary Guarantor.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned following which such Subsidiary Guarantor (whether ceases to be a direct or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a indirect Subsidiary of the Company, Company if such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, including Section 3.7 and Article IV); (ii) if such Subsidiary Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (iii) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (iv) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company shall 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 have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company if such sale or disposition does not constitute an Asset Disposition or is made in compliance with Section 3.7 and Article IV hereof); (ii) if such Subsidiary Guarantor is dissolved or merge into liquidated in accordance with the provisions of this Indenture; (iii) the release or sell its assets discharge of the guarantee by such Subsidiary Guarantor of the Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or release as a result of payment under such guarantee by such Subsidiary Guarantor (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Subsidiary Guarantor under such guarantee is so reinstated, such Guarantee shall also be reinstated); (iv) upon exercise of the Issuer’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (v) if the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all or substantially all its assets conditions precedent provided for in this Indenture relating to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor such transaction have been complied with. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 hereof to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor unless: (i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 Officer’s 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantorc) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary, 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 (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the Company, which sale obligations of such Guarantor; and (2) all the 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 disposition is otherwise in compliance with this Indenture any Guarantor terminate upon consummation of such transaction. (including SECTION 3.6), such Subsidiary c) Each Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate if all the conditions to the extent that all obligations of such legal defeasance set forth in Article VIII are satisfied in accordance herewith. (d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Senior Credit Registration Rights Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of if the Company shall also terminate upon designates such release, sale or transferGuarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee and this Indenture shall be released and discharged: (by merger, consolidation, the 1) in connection with any sale of its Capital Stock or the sale other disposition of all or substantially all of its assetsthe assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (whether either before or after giving effect to such transaction) the Issuer or a Subsidiary Guarantor, if the sale or other disposition does not an Affiliate violate the provisions of this Indenture; (2) in connection with any sale or other disposition of the Subsidiary Guarantor) which Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary Guarantor after which the Guarantor whose Capital Stock is sold or otherwise disposed of is no longer a Restricted Subsidiary, if the Company, which sale or other disposition does not violate the provisions of this Indenture; (3) if the Issuer designates any Restricted Subsidiary that is otherwise a Guarantor to be an Unrestricted Subsidiary in compliance accordance with the applicable provisions of this Indenture; (4) upon payment in full, legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture pursuant to Section 8.1; or (including SECTION 3.6), 5) upon such Subsidiary Guarantor shall be deemed becoming an Excluded Subsidiary in a transaction not prohibited by this Indenture. (c) If any Subsidiary Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will be released from their Guarantors, if any, and it and any of its Subsidiaries will be released from their obligations under the Security Documents. (d) In the case of this Section 10.2(b), the Issuer shall 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 have been complied with. (e) The release of a Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION Section 3.6), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall will also terminate upon such release, sale or transfer. A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor unless: (1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantorc) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary of Guarantee and the CompanyRegistration Rights Agreement and such Subsidiary Guarantee will terminate; provided, which however, that (1) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 5.01 (including SECTION 3.6other than clause (c) thereof), ; and (2) all the obligations of such Subsidiary 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 this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations of such under this Indenture, its Subsidiary Guarantor under Guarantee and the Senior Credit Registration Rights Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of if the Company shall also terminate upon designates such release, sale or transferGuarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise 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) 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, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee; (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 satisfied and discharged in accordance with the terms of this Indenture; or (including SECTION 3.65) 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. A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either the Senior Credit Agreement or the Existing Secured Notes Indenture or other exercise of remedies in respect thereof. (c) The Guarantee of Parent shall be released if the Issuer exercises its legal defeasance option or covenant defeasance option pursuant to Section 8.1 or if the Issuer’s obligations under this Indenture are discharged in accordance with this Indenture. (d) If any Guarantor is released from its Guarantee, any of 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, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (f) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Revolving 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowthe Indenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyCompany (after giving effect to the merger, which consolidation, sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6other disposition), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to if all the extent that all obligations of such Subsidiary Guarantor under the Senior Revolving Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or any other security interests which secure, agreements evidencing any other Indebtedness of the Company shall also terminate upon such releaseor its other Subsidiaries (after giving effect to the merger, consolidation, sale or transferother disposition) terminate upon consummation of such transaction. (c) A Subsidiary Guarantor will be released from its obligations under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and its Subsidiary Guarantee in connection with any legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of the Indenture pursuant to the provisions of Article VII, each in accordance with the terms of this Supplemental Indenture. (d) In the event a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees (except a release or discharge by or as a result of payment under such Guarantee) of (1) the Revolving Credit Agreement and (2) all other Indebtedness of the Company or any other Subsidiary Guarantor in excess of $25.0 million, then the Subsidiary Guarantor will be released from its obligations under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and its Subsidiary Guarantee. (e) Upon compliance with any of the conditions in Section 9.2(b), (c) or (d), the Trustee shall deliver an appropriate instrument evidencing such release and discharge upon receipt of a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this Section 9.2.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (i) A Note Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with and its obligations under the Note Guarantee and this Indenture shall be released and discharged, upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with transfer, after which the applicable Subsidiary Guarantor)Guarantor is no longer a Restricted Subsidiary, except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, all the sale assets of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the such Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale sale, exchange, transfer or disposition is otherwise made in compliance with this Indenture Indenture, including Section 3.7 and Article IV); (including SECTION 3.6), such Subsidiary ii) each Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Note Guarantee, and such Subsidiary Note Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent that provisions of Article VIII hereof; (iii) each Guarantor shall be deemed released from all its obligations under this Indenture and its Note Guarantee, and such Note Guarantee shall terminate, upon the election of the Issuer following the Suspension Date pursuant to and in accordance with Section 3.13; and (iv) each Subsidiary Guarantor shall be released from its obligations under this Indenture and its Note Guarantee if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) The release of a Guarantor from its Note Guarantee and its obligations under this Indenture in accordance with the Senior Credit Agreement and all provisions of its Guarantees of, and under all this Section 10.2 shall not preclude the future applications of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon Section 3.11 to such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreementall Debt 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 of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically and unconditionally released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreements, such Subsidiary Guarantee shall terminate; PROVIDEDwill terminate and the Liens, HOWEVERif any, that any on the Collateral pledged by such termination shall occur only Subsidiary Guarantor pursuant to the extent 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 3.7 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.10 and Section 4.2 and (y) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement all Debt Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries terminate upon consummation of such releasetransaction. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, sale its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreements, and such Subsidiary Guarantee will terminate, upon the legal defeasance of the Securities or transferupon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (d) In the event that a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of the ABL Credit Facility and all other Indebtedness of the Company and its Restricted Subsidiaries and such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 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 3.3(b) then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged from its obligations under its Subsidiary Guarantee (subject to the future application of Section 3.12). (e) Each Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreements if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior First Lien Secured Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock capital stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Sections 3.14 and 3.19), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior First Lien Secured Credit Agreement Facility and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth below, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all and its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with obligations under the Subsidiary Guarantor)Guarantee, except that if this Indenture, the surviving corporation of Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any such merger or consolidation is a Subsidiary of the Companysale, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale exchange, transfer or disposition of a Subsidiary Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all the assets (other than by lease) of its assets) such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyRestricted Subsidiary; provided that (x) such sale, which sale exchange, transfer or disposition is otherwise made in compliance with this Indenture, including Section 3.7 (it being understood that only such portion, if any, of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Article IV and (including SECTION 3.6), y) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (b) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent provisions of Article VIII hereof. (c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement shall be released and discharged, in the event that all obligations of such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Agreement and (including by reason of the termination of the Credit Agreement), all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.3, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b). (d) Each Subsidiary Guarantor shall also terminate upon be released from its obligations under this Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement if the Company designates such releaseSubsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) In the case of paragraph (b) above, sale or transfersuch Subsidiary Guarantor shall 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 have been complied with. (f) The release of a Subsidiary Guarantor from its Subsidiary Guarantee, and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement in accordance with the provisions of this Section 11.2 shall not preclude the future applications of Section 3.12 to such Person.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall automatically (and without any further action by any Subsidiary Guarantor or any other Person) be reduced and limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any Bankruptcy Law or other applicable federal or state law. Each law and not otherwise being void, voidable or avoidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantor may consolidate with Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with the transfer) following which such Subsidiary Guarantor), except that if the surviving corporation of any such merger Guarantor ceases to be a direct or consolidation is a indirect Subsidiary of the CompanyCompany if such sale, exchange or transfer does not constitute an Asset Disposition or is made in compliance with this Indenture, including Section 3.07 and Article IV; (ii) the dissolution or liquidation of such Subsidiary Guarantor in accordance with the provisions of this Indenture; (iii) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (iv) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the event the Trustee is asked to acknowledge such a release, the Company shall not be a Foreign Subsidiary. Upon deliver to the sale or disposition Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.02 shall not preclude the future applications of Section 3.10 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior ABL Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to Section 10.02(c), the Issuer shall not permit any Subsidiary Guarantor may to consolidate or merge with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge wind up into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Issuer or such Subsidiary GuarantorGuarantor is the surviving Person), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Companysell, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale assign, transfer, lease, convey or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to, any Person unless: (i) to a such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (whether or not an Affiliate of the if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is not a Subsidiary Person organized or existing under the laws of the Companyjurisdiction of organization of such Subsidiary Guarantor, which sale or disposition is otherwise in compliance with this Indenture the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and or such Person, as the case may be, being herein called the “Successor Person”); (ii) the Successor Person, if other than such Subsidiary Guarantee shall terminate; PROVIDEDGuarantor, HOWEVER, that any such termination shall occur only to expressly assumes all the extent that all obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Senior Credit Agreement Trustee; (iii) immediately after such transaction, no Default exists; (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or (v) the transaction is made in compliance with Section 3.05. (c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of its Guarantees of, properties and under all assets to a Subsidiary Guarantor or the Issuer or (ii) merge with an Affiliate of its pledges the Issuer solely for the purpose of assets reincorporating or other security interests which securereorganizing the Subsidiary Guarantor in the United States, any other Indebtedness state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Company Issuer and is not materially disadvantageous to the Holders. (d) Any Guarantee by a Restricted Subsidiary of the Notes shall also terminate upon be automatically and unconditionally released and discharged upon: (A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such releaseSubsidiary Guarantor, sale after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or transfer(y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Subsidiary Guarantor of the ABL Credit Facility or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and (D) the Issuer exercising its legal defeasance option or covenant defeasance option as described in Article 8 or if its obligations under this Indenture are discharged in accordance with Article 11. (ii) Such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company will not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its another Subsidiary Guarantor), and will not convey, transfer or lease all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with Guarantor), unless: (a) the resulting, surviving or merge into or sell all or substantially all its assets to transferee Person will be a corporation, partnership, trust, limited partnership, trust or limited liability company organized or other similar entity other than formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia, Canada or any province or territory of Canada and such Person (if not the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Companywill expressly assume, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)by supplemental indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture executed and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only delivered to the extent that Trustee, all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, treating any other 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; and (c) the Company shall also terminate upon will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such releaseconsolidation, sale merger or transfertransfer and such supplemental indenture (if any) comply with this Indenture; or (2) the transaction is made in compliance with Section 3.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which Company (other than a Receivables Entity) after giving effect to the sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)other disposition, such Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.14 and Article IV; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and any other agreements evidencing any other Indebtedness of the Company or any Restricted Subsidiary (after giving effect to the sale or other disposition) terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor shall be deemed released and discharged in full from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Notes pursuant to the extent that provisions of Article VIII hereof. (d) A Subsidiary Guarantor shall be deemed released and discharged in full from all of its obligations of under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate if (1) (a) such Subsidiary Guarantor under the Senior Credit Agreement and all of is released from its Guarantees of, and under all of its pledges of assets or other and security interests which securegranted in connection with, any the Senior Secured Credit Agreement and all other Indebtedness of the Company shall also terminate and its other Restricted Subsidiary and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 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 3.3(b) or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture or (3) in connection with any legal defeasance of the Notes or upon such releasesatisfaction and discharge of this Indenture, sale or transfereach in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 84 76 Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Section 3.7), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall will also terminate upon such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreementall Debt 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 of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all and its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with obligations under the Subsidiary Guarantor)Guarantee, except that if this Indenture, the surviving corporation of Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any such merger or consolidation is a Subsidiary of the Companysale, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale exchange, transfer or disposition of a Subsidiary Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all the assets (other than by lease) of its assets) such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyRestricted Subsidiary; provided that (x) such sale, which sale exchange, transfer or disposition is otherwise made in compliance with the Indenture, including Section 3.8 (it being understood that only such portion, if any, of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Article IV and (including SECTION 3.6), y) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (b) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent provisions of Article VIII hereof. (c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement shall be released and discharged in the event that all obligations of such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Agreement and ABL Facility (including by reason of the termination of the ABL Facility), all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.3, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b). (d) Each Subsidiary Guarantor shall also terminate upon be released from its obligations under this Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement if the Company designates such releaseSubsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) In the case of paragraph (b) above, sale or transfersuch Subsidiary Guarantor shall 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 have been complied with. (f) The release of a Subsidiary Guarantor from its Subsidiary Guarantee, and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise 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) 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, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee; (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 satisfied and discharged in accordance with the terms of this Indenture; or (including SECTION 3.65) 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. A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either the Senior Credit Agreement or the Existing Secured Notes Indenture or other exercise of remedies in respect thereof. (c) The Guarantee of Parent shall be released if the Issuer exercises its legal defeasance option or covenant defeasance option pursuant to Section 8.1 or if the Issuer’s obligations under this Indenture are discharged in accordance with this Indenture.[Reserved]. (d) If any Guarantor is released from its Guarantee, any of 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, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (f) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Current Asset Credit Facility and Senior Credit AgreementSecured Term Loan) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company shall not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its 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 Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except unless: (1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be a Person (other than an individual) organized and existing under the laws of the United States of America, any state or territory thereof, or the District of Columbia; (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) expressly assumes all the surviving corporation obligations of any such Subsidiary Guarantor under the Securities, this Indenture, the Security Documents and its Subsidiary Guarantee pursuant to a supplemental indenture or other documents or instruments in 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 consolidation transfer and such supplemental indenture (if any) comply with this Indenture; and (2) the transaction is a Subsidiary made in compliance with Section 3.5 (it being understood that only such portion of the Company, Net Available Cash as is required to be applied on the date of such Subsidiary shall not transaction in accordance with the terms of this Indenture needs to be a Foreign Subsidiaryapplied in accordance therewith at such time) 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary, such Subsidiary of Guarantor will be automatically released from all its obligations under this Indenture, the CompanySecurity Documents and its Subsidiary Guarantee, which such Subsidiary Guarantee will terminate if (x) the sale or other disposition is otherwise in compliance with this Indenture and (y) all the obligations of such Subsidiary Guarantor under all Debt Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries that resulted in the obligation to Guarantee the Security terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor will be released from its obligations under this Indenture, the Security Documents and its Subsidiary Guarantee upon the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Current Asset Credit Facility and the Senior Secured Term Loan (including SECTION 3.6by reason of the termination of the Current Asset Credit Facility and the Senior Secured Term Loan, respectively), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred 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. (d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Security Documents if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Security Documents, and such Subsidiary Guarantee shall will terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent that all provisions of Article VIII hereof. (f) The release of any Subsidiary Guarantor from its obligations of pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor under delivering to the Senior Credit Agreement Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) and (e) of its Guarantees ofthis Section 10.2, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferhave been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trustdisposition, limited partnership, limited liability company dissolution or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture (including SECTION 3.6)Indenture, so long as such Subsidiary Guarantor shall be deemed is also released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor guarantee under the Senior Credit Agreement and all Certain Capital Markets Debt (if applicable); (2) the Issuers 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 its Guarantees of“Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 3.11, and under all the release or discharge of its pledges the guarantee by such Restricted Subsidiary of assets or other security interests which secure, any other Indebtedness of the Company Issuers or any Restricted Subsidiary of the Issuers or such Restricted Subsidiary or the repayment of the 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 a result of payment in connection with the enforcement of remedies under such other guarantee; (4) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture; (5) 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) such Guarantor ceasing to be a Domestic Subsidiary; or (7) the Notes having an Investment Grade Rating from both Rating Agencies. A Guarantee also will be automatically released upon the applicable 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) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall also terminate upon be released from their Guarantees, if any. (d) In the case of Section 10.2(b), the Issuers shall deliver 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 such release, sale or transfertransaction have been complied with. (e) The release of a Guarantor from its Guarantee and its obligations under this Indenture in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock capital stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Sections 3.14 and 3.19), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement Facility and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell its assets otherwise) of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company if such sale or another Wholly-Owned disposition does not constitute an Asset Disposition or is made in compliance with Section 3.7 and Article IV hereof); (ii) if such Subsidiary Guarantor without limitation. Each is dissolved or liquidated in accordance with the provisions of this Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor may consolidate with of the Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or merge into or sell all or substantially all its assets to release as a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned result of payment under such guarantee by such Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor)it being understood that a release subject to a contingent reinstatement is still a release, except that and if the surviving corporation of any such merger or consolidation Indebtedness of such Subsidiary Guarantor under such guarantee is a Subsidiary so reinstated, such Guarantee shall also be reinstated); (iv) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (v) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company shall not be a Foreign Subsidiary. Upon deliver to the sale or disposition Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 hereof to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior First Lien Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall be automatically and unconditionally terminate; PROVIDED, HOWEVERand no further action by such Guarantor, that any the Company or the Trustee is required for the release of such Guarantor or the termination shall occur only to the extent that all obligations of such Subsidiary Guarantee: (i) upon any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor under (including any sale, exchange or transfer), after which the Senior Credit Agreement and applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of its Guarantees ofthe assets of such Guarantor to a Person that is not the Company or a Guarantor, and under all of its pledges of assets in each case, if such sale, exchange, issuance, transfer or other security interests which secure, disposition is made in compliance with the applicable provisions of this Indenture (including any other Indebtedness amendments thereof); (ii) upon such Guarantor becoming an Excluded Subsidiary; (iii) upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iv) upon the Company shall also terminate 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 this Indenture; (v) upon the merger, amalgamation, consolidation or winding up of such releaseGuarantor with and into the Company or another Guarantor that is the surviving Person in such merger, sale amalgamation, consolidation or transferwinding up, or upon the liquidation of such Guarantor; or (vi) as described under Article Nine hereof.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each 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) A Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor, if after such transaction the Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary, or merge into or sell (y) all or substantially all its the assets to a corporationof such Subsidiary Guarantor if such sale, partnershipexchange, trustdisposition, limited partnership, limited liability company dissolution or other similar entity other than the Company or a Wholly-Owned transfer is made in compliance with this Indenture, so long as such Subsidiary Guarantor is also released from its guarantee and all pledges and security interests granted in connection with any Indebtedness under the Senior Credit Agreements, the Unsecured Notes Indenture, the Opco Notes Indentures and Certain Capital Markets Debt; (whether or not affiliated 2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the Subsidiary Guarantor)provisions set forth in Section 3.4, except that if Section 3.14 and the surviving corporation definition of “Unrestricted Subsidiary;” (3) 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 merger or consolidation is a Restricted Subsidiary of the CompanyIndebtedness of the Issuer or any Restricted Subsidiary or the repayment of the 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 a result of payment in connection with the enforcement of remedies under such other guarantee; (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 the Guarantee by, or direct obligation of, such Subsidiary shall not Guarantor of the Obligations under the Senior Credit Agreements, the Opco Notes Indentures and the Unsecured Notes Indenture, 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, but only if the Liens on Collateral of such Guarantor are also substantially concurrently released pursuant to the terms of this Indenture; (6) such Guarantor ceasing to be a Foreign Domestic Subsidiary; or (7) as provided in Section 3.15 in connection with a Covenant Suspension Event. Upon the sale or disposition A Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing other Parity Lien Debt and Priority Lien Debt or other exercise of remedies in respect thereof in accordance with the Intercreditor Agreements. (by mergerc) If any Guarantor is released from its Guarantee, consolidationany of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (d) In the case of Section 10.2(b), the sale Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of its Capital Stock or the sale of Counsel, each stating that all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise conditions precedent provided for in compliance with this Indenture relating to such transaction have been complied with. (including SECTION 3.6), such Subsidiary e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guaranty by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantor may consolidate with Guaranty and this Indenture shall be released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with the transfer) following which such Subsidiary Guarantor), except that if the surviving corporation of any such merger Guarantor ceases to be a direct or consolidation is a indirect Subsidiary of the Company, Company if such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, including Section 3.7 and Article IV); (ii) if such Subsidiary Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (iii) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (iv) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company shall 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 have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guaranty and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Note Guarantee or pursuant to its contribution obligations under this the Indenture or as set forth below, result in the obligations of the Subsidiary Guarantor under its Subsidiary this Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Note Guarantee and such Subsidiary Note Guarantee shall terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which such Subsidiary 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 (x) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Sections 3.5, 3.9 and 4.1 and (including SECTION 3.6), y) all the obligations of such Subsidiary Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate (x) upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article VIII hereof or (y) in accordance with Section 3.12 of this Indenture. (d) Each Subsidiary Guarantor shall be released from its obligations of under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor under as an Unrestricted Subsidiary and such designation complies with the Senior Credit Agreement and all other applicable provisions of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel complying with Section 11.4 and 11.5 hereof and addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6Sections 3.6 and 3.9), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDED, HOWEVER, that any such termination shall occur only to . A Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee upon the extent that all obligations release of a Guarantee by such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees ofAgreement; provided, and under all of its pledges of assets or other security interests which securehowever, that in the event that such Subsidiary Guarantor thereafter guarantees any other Indebtedness of the Company shall also terminate under the Senior Credit Agreement (or if any released Guarantee under the Senior Credit Agreement is reinstated or renewed), then such Subsidiary Guarantor will guarantee the Securities on the terms and conditions as set forth under this Indenture. A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such release, sale or transferSubsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior New Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to Section 10.2(c), the Issuer shall not permit any Subsidiary Guarantor may to, consolidate or merge with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge wind up into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Issuer or such Subsidiary GuarantorGuarantor is the surviving corporation), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Companysell, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale assign, transfer, lease, convey or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (i) to a such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (whether or not an Affiliate of the if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is not a Subsidiary Person organized or existing under the laws of the Companyjurisdiction of organization of such Subsidiary Guarantor, which sale as the case may be, or disposition is otherwise in compliance with this Indenture the laws of the United States, any state thereof, the District of Columbia or any territory thereof (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and or such Person, as the case may be, being herein called the “Successor Person”); (ii) the Successor Person, if other than such Subsidiary Guarantee shall terminate; PROVIDEDGuarantor, HOWEVER, that any such termination shall occur only to expressly assumes all the extent that all obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Senior Credit Agreement Trustee; (iii) immediately after such transaction, no Default exists; (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, with a copy to the Agent, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; and (v) the transaction is made in compliance with Section 3.5, if applicable. (c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of its Guarantees of, properties and under all assets to another Subsidiary Guarantor or the Issuer or (ii) merge with an Affiliate of its pledges the Issuer solely for the purpose of assets reincorporating or other security interests which securereorganizing the Subsidiary Guarantor in the United States, any other Indebtedness state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the board of directors of the Company Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders. (d) Any Guarantee by a Subsidiary Guarantor of the Notes shall also terminate upon be automatically and unconditionally released and discharged upon: (A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such releaseSubsidiary Guarantor, sale after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or transfer(y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Subsidiary Guarantor of the New Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and (D) the Issuer exercising its legal defeasance option or covenant defeasance option as described in Article VIII or if its obligations under this Indenture are discharged in accordance with Article XII; and (2) Such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, with a copy to the Agent, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), which such Subsidiary Guarantor shall be released (without any further action on the part of any Person) from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is otherwise in compliance with this Indenture, including Section 3.8 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 3.14; and (including SECTION 3.6), 2) 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 any Restricted Subsidiary terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the extent that provisions of Article VIII hereof. (d) A Subsidiary Guarantor shall be deemed released from all of its obligations of under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if (1) such Subsidiary Guarantor under the Senior Credit Agreement and all of is released from its Guarantees of, and under all of its pledges of assets or other and security interests which securegranted in connection with, a Credit Facility and any other Indebtedness of the Company shall also terminate upon or any Restricted Subsidiary or (2) the Company designates such release, sale or transferSubsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture; (2) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary;” (3) 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 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 a result of payment in connection with the enforcement of remedies under such other guarantee; (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 satisfied and discharged (including SECTION 3.6through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (5) with respect to a Guarantee granted by a Subsidiary of Parent Guarantor, 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) with respect to a Guarantee granted by a Subsidiary of Parent Guarantor, the Notes having an Investment Grade Rating from two of the Rating Agencies. A Guarantee granted by a Subsidiary of Parent Guarantor also will be automatically released upon the applicable 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) [Reserved]. (d) If any Guarantor is released from its Guarantee, any of 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, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (f) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each a Subsidiary Guarantor hereunder 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 Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowSupplemental Indenture, result in the obligations of the Subsidiary Guarantor under its Subsidiary this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary 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 of its assets) to a Person assets (other than by lease)), and whether or not an Affiliate of the Subsidiary Guarantor) Guarantor is the surviving corporation in such transaction, to or with a Person which is not the Company or a Restricted Subsidiary of the Company, which the Subsidiary Guarantor will be automatically released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee will terminate; provided, however, that the sale or other disposition is otherwise in compliance with this Indenture the Indenture, including Sections 3.5, 3.9 and 5.1. (including SECTION 3.6), such c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee shall terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of Article IX hereof or (y) in accordance with Section 3.7 of the Indenture. (d) Each Subsidiary Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and its Guarantee if the Company designates the Subsidiary Guarantee Guarantor as an Unrestricted Subsidiary and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to designation complies with the extent that all obligations other applicable provisions of such this Supplemental Indenture and the Indenture. (e) Each Subsidiary Guarantor under the Senior Credit Agreement and shall be released from all of its Guarantees ofobligations under this Supplemental Indenture, the Indenture and under all of its pledges of assets or other security interests which secure, any other Indebtedness this Guarantee upon satisfaction and discharge of the Company shall also terminate upon such release, sale or transferIndenture pursuant to Section 9.1(a).

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company shall not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its 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 Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except unless: (1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be a Person (other than an individual) organized and existing under the laws of the United States of America, any state or territory thereof, or the District of Columbia; (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) expressly assumes all the surviving corporation obligations of any such Subsidiary Guarantor under the Securities, this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture or other documents or instruments in 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 consolidation transfer and such supplemental indenture (if any) comply with this Indenture; and (2) the transaction is a Subsidiary made in compliance with Section 3.5 (it being understood that only such portion of the Company, Net Available Cash as is required to be applied on the date of such Subsidiary shall not transaction in accordance with the terms of this Indenture needs to be a Foreign Subsidiaryapplied in accordance therewith at such time) 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement, such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to will terminate if (x) the extent that sale or other disposition is in compliance with this Indenture and (y) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement all Debt Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries that resulted in the obligation to Guarantee the Security terminate upon consummation of such releasetransaction. (c) Each Subsidiary Guarantor will be released from its obligations under this Indenture, sale its Subsidiary Guarantee and the Registration Rights Agreement upon the release or transferdischarge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facility (including by reason of the termination of the Senior Credit Facility), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred 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. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement, and such Subsidiary Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (f) The release of any Subsidiary Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) and (e) of this Section 10.2, have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each 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) A Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger or consolidation) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary, or merge into or sell (y) all or substantially all its the assets to a corporationof such Subsidiary Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture; (2) Dutch Co-Issuer designating such Subsidiary 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) 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 Issuers or any Restricted Subsidiary or the repayment of Indebtedness, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment under such other guarantee; (4) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture; or (including SECTION 3.6)5) upon the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of the obligations under the Senior Credit Agreement, except a discharge or release by or as a result of payment under such guarantee or direct obligation or, with respect to any non-U.S. Guarantor, the exercise under the Senior Credit Agreement of secured remedies with respect to such Guarantor or its Capital Stock. (c) The Guarantee of Parent shall be deemed released if the Issuers exercise their legal defeasance option or covenant defeasance option pursuant to Section 8.1 or if the Issuers’ obligations under this Indenture are discharged in accordance with this Indenture. (d) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) In the case of Section 10.2(b), the Issuers shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (f) The release of a Guarantor from its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Notes Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state applicable law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to . (b) In the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, amalgamation, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company, QS Wholesale or a Restricted Subsidiary of the Company (other than a Receivables Entity), such Subsidiary Guarantor shall be released (without any further action on the part of any Person) from its obligations under this Indenture and its Notes Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.7 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 3.10; and (2) 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, which sale QS Wholesale or disposition is otherwise in compliance with this Indenture any Restricted Subsidiary terminate upon consummation of such transaction. (including SECTION 3.6), such c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Notes Guarantee, and such Subsidiary Notes Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only upon the legal defeasance or covenant defeasance of the Notes pursuant to the extent that provisions of Article VIII. (d) A Subsidiary Guarantor shall be deemed released from all of its obligations of under this Indenture and its Notes Guarantee, and such Notes Guarantee shall terminate, if (1) such Subsidiary Guarantor under the Senior Credit Agreement and all of is released from its Guarantees of, and under all of its pledges of assets or other and security interests which securegranted in connection with, a Credit Facility and any other Indebtedness of the Company, QS Wholesale or any Restricted Subsidiary or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture. (e) Upon any release of a Subsidiary Guarantor from its Notes Guarantee, such Subsidiary Guarantor shall also terminate upon such release, sale or transferbe automatically and unconditionally released from its obligations under the Security Documents.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary the Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary the Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture or as set forth below, result in the obligations of the Subsidiary Guarantor under its Subsidiary this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each A Subsidiary Guarantee of a Subsidiary Guarantor may will be automatically released upon: (a) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer of Capital Stock following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture; and (b) the release or discharge of the Subsidiary Guarantee by such Restricted Subsidiary of Indebtedness of the Company which resulted in the obligation to Guarantee the Securities; and (2) the release of such Subsidiary Guarantor from its Guarantees, if any, of, and all pledges and security, if any, granted in connection with any other Indebtedness of the Company. In addition, the Company will not permit any Guarantor to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor unless: (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust, limited partnership, trust or limited liability company or other similar entity other than organized and existing under the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary laws of the CompanyUnited States of America, such Subsidiary shall not be a Foreign Subsidiary. Upon any State of the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock United States or the sale District of all or substantially all of its assets) to a Columbia and such Person (whether or if not an Affiliate of the such Subsidiary Guarantor) which is not a Subsidiary of the Companywill expressly assume, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)by supplemental indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture executed and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only delivered to the extent that Trustee, all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, treating any other 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; and (c) the Company shall also terminate upon will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such releaseconsolidation, sale merger or transfertransfer and such supplemental indenture (if any) comply with the Indenture; or (2) the transaction is made in compliance with Section 3.7 of the Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale sale, exchange, transfer or disposition of a Subsidiary such Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Note Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, such Note Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only Guarantor pursuant to the extent that Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or other disposition is made in compliance with this Indenture, including Section 3.5 and Section 4.1 and (y) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement all Debt Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries terminate upon consummation of such releasetransaction. In addition, sale each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary and its obligations under the Note Guarantee, this Indenture, the Collateral Documents, the Registration Rights Agreement and the Intercreditor Agreement will be released and discharged, upon: (1) the release or transferdischarge of such Guarantor from its guarantees of Indebtedness of the Company and the Guarantors under the ABL Credit Facility (including by reason of the termination of the ABL Credit Facility) and all other Indebtedness of the Company and its Restricted Subsidiaries, if such Guarantor would not then otherwise be required to guarantee the notes pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Guarantor under Section 3.2, such Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 3.2; (2) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (3) the Company exercising its legal defeasance option or covenant defeasance option as described in Section 8.1 or the Company’s obligations under this Indenture being discharged in accordance with Article XII.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowin Section 10.3. (b) Subject to Section 3.7 and Article IV, result in the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiarywithout limitation. 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) properties and assets (other than by lease)), whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), Section 3.7 such Subsidiary Guarantor shall will be deemed released from all its Subsidiary Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminatethe Registration Rights Agreement; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. (c) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement without any further action required on the part of the Company or such Subsidiary Guarantor (i) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (ii) if the Subsidiary Guarantor is dissolved or liquidated in accordance with Section 3.14, (iii) in connection with a legal or covenant defeasance in accordance with Article VIII or (iv) if such Subsidiary Guarantor ceases to be a Restricted Subsidiary.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary any Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Securities Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Securities Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal applicable federal, state or state foreign law. Each Subsidiary . (b) So long as no Event of Default shall have occurred and be continuing, the Securities Guarantee of a Guarantor may consolidate with or merge into or sell its assets to shall be automatically and unconditionally released and discharged, without the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary consent of the CompanyHolders, and no further action by the Issuers, any Guarantor, the Trustee or any Holders of Securities shall be required for such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of release: (i) with respect to a Subsidiary Guarantor which, individually or together with Parent’s other wholly owned domestic Subsidiaries, no longer has any Indebtedness in excess of $100,000,000 outstanding and no longer Guarantees, individually or together with Parent’s other wholly owned domestic subsidiaries, any Indebtedness in excess of $100,000,000 incurred by Parent or any of Parent’s other Subsidiaries; (by mergerii) unless the Subsidiary Guarantor is the surviving entity, consolidation(1) upon any sale, the sale of its Capital Stock lease or the sale exchange of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor’s assets to any person or entity not an affiliate of Parent or (2) which is upon any sale, exchange or transfer, to any person or entity not a Subsidiary an affiliate of the CompanyParent, which sale or disposition is otherwise of all of Parent’s direct and indirect interest in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from Guarantor; (iii) upon the full and final payment and performance of all its obligations under this Indenture and the Securities; (iv) upon liquidation and dissolution of a Subsidiary Guarantor in a transaction that is not prohibited by this Indenture; (v) upon Legal Defeasance or Covenant Defeasance as provided in Article VIII of this Indenture or upon satisfaction and discharge of this Indenture as provided in Article IX of this Indenture; or (vi) upon any domestic Subsidiary that is a Guarantor ceasing to be a domestic Subsidiary of Parent. (c) Any Guarantor not released from its Subsidiary obligations under its Securities Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor as provided in this Article X. (d) At any time after the issuance of any series of Securities that is entitled to the benefits of any Securities Guarantee, the Issuers shall cause each of Parent’s current and future domestic Subsidiaries that is a guarantor under the Credit Agreement or that is a wholly owned domestic obligor or wholly owned domestic guarantor, individually or collectively, under any other future Indebtedness of Parent or its Subsidiaries in excess of $100,000,000 to promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations will become a Guarantor in respect of such Subsidiary Guarantor under the Senior Credit Agreement and all series of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferSecurities.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company will not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its 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 Wholly-Owned Subsidiary Guarantor without limitation. Each Guarantor), unless: (1) (A) if such entity remains a Subsidiary Guarantor may consolidate with Guarantor, the resulting, surviving or merge into or sell all or substantially all its assets to transferee Person will be a corporation, partnership, trust, limited 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; (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 and the Registration Rights Agreement and shall cause such amendments, supplements or 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 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 a financing statement or similar document under the Uniform Commercial Code or other similar entity other than statute or regulation of the 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 a Wholly-Owned Subsidiary Guarantor transfer and such supplemental indenture (whether or not affiliated 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 transaction in accordance with the Subsidiary Guarantorterms of this Indenture needs to be applied in accordance therewith at such time), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign SubsidiarySection 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party, such Subsidiary Guarantee shall terminate; PROVIDEDwill terminate and the Liens, HOWEVERif any, that any on the Collateral pledged by such termination shall occur only Subsidiary Guarantor pursuant to the extent 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 terms 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 the Senior all Credit Agreement Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries (other than such Subsidiary Guarantor) terminate upon consummation of such releasetransaction. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, sale its Subsidiary Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party, and such Subsidiary Guarantee will terminate, upon the legal defeasance of the Securities or transferupon 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 and the Collateral Documents to which it is a party if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreementany Debt Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (a) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all and its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with obligations under the Subsidiary Guarantor)Guarantee will be released and discharged, except that if the surviving corporation of upon any such merger or consolidation is a Subsidiary of the Companysale, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale exchange, transfer or disposition of a Subsidiary Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all the assets (other than by lease) of its assets) such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving Person in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary; provided that all the obligations of such Subsidiary Guarantor under the ABL Facility and any other Material Debt Facility terminate upon consummation of the Company, which sale or disposition is otherwise in compliance with this Indenture such transaction. (including SECTION 3.6), such b) A Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent provisions of Article VIII hereof. (c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture shall be released and discharged in the event that all obligations of such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness under the Senior Credit Agreement ABL Facility (including by reason of the termination of the ABL Facility) and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company and its Restricted Subsidiaries under any Material Debt Facility that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee and this Indenture; provided, that any Restricted Subsidiary released from its Subsidiary Guarantee by operation of this Section 10.2(c) shall also terminate upon remain subject to the provision of the covenant described in Section 3.6. (d) A Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) A Subsidiary Guarantor shall be automatically released from its Subsidiary Guarantee and its obligations under this Indenture on the first calendar day the Securities are rated Investment Grade by both Rating Agencies, provided that any Restricted Subsidiary so released by operation of this Section 10.2(e) shall remain subject to the provision of the covenant described in Section 3.6. (f) In the case of paragraph (a) above, such Subsidiary Guarantor shall 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 have been complied with. (g) If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, and the Company desires the Trustee to execute an instrument evidencing such release, sale then the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to comply with this paragraph (g) shall not impair or transferhave any effect upon any release of any Subsidiary Guarantee pursuant to the provisions of this Section 10.2).

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by a vessel charter made in the ordinary course of business)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6including, without limitation, Sections 3.4, 3.7 and 3.10), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement Agreement, related documentation and all of its Guarantees of, and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. (c) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets voidable under any similar laws affecting the rights of creditors generally. (b) Following delivery of an Officers’ Certificate to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than Trustee stating the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation occurrence of any such merger or consolidation is a Subsidiary of the Companyfollowing events, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such each Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from all its obligations Obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDEDbe automatically and unconditionally terminated, HOWEVERand no further action by such Subsidiary Guarantor, that any the Company or the Trustee is required (other than delivery of such termination shall occur only to Officers’ Certificate) for the extent that all obligations release of such Subsidiary Guarantor or the termination of such Subsidiary Guarantee: (i) upon a satisfaction and discharge of this Indenture as described under Section 8.01(a); (ii) upon the Senior merger, amalgamation, consolidation or winding up of such Subsidiary Guarantor with and into Holdings, the Company or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Subsidiary Guarantor; (iii) upon such Subsidiary Guarantor becoming an Excluded Subsidiary under clause (a) of the definition of “Excluded Subsidiary”; provided that (A) the transaction or other circumstance pursuant which such Subsidiary Guarantor became an Excluded Subsidiary was made in compliance with the applicable provisions of this Indenture; (B) no Default or Event of Default shall have occurred or be continuing immediately after giving effect thereto; (C) such Subsidiary Guarantor owns no assets which were previously transferred to it by another Centertainment Group Entity which constitutes Collateral; and (D)(x) the transaction pursuant to which such Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary arises from legitimate business transactions with a bona fide business purpose (other than causing such release) with one or more Persons whose ownership of Equity Interests in such Subsidiary would satisfy the requirement set forth in subclause (z) below, (y) such Subsidiary Guarantor shall not be (or shall be simultaneously be released as) an obligor or guarantor with respect to any Guarantee Reference Indebtedness and (z) a Person other than AMC or any subsidiary thereof, any holder of Guarantee Reference Indebtedness or any Affiliate of any of the foregoing holds Equity Interests in such Subsidiary; or (iv) as described under Article IX hereof. (c) Following delivery of an Officers’ Certificate to the Trustee stating the occurrence of any of the following events, each Existing Credit Agreement Group Obligor shall be automatically and all of unconditionally released and discharged from its Guarantees ofObligations under this Indenture and its Guarantee and such Guarantee shall be automatically and unconditionally terminated, and under no further action by such Existing Credit Group Obligor, the Company or the Trustee is required (other than delivery of such Officers’ Certificate) for the release of such Existing Credit Group Obligor or the termination of such Guarantee: (i) upon the release or discharge of such Existing Credit Group Obligor’s primary obligations under, and guarantees, of all Guarantee Reference Indebtedness, except (x) a discharge or release by or as a result of its pledges of assets or other security interests which secure, any other Indebtedness payment and (y) if at the time of the release and discharge of such Guarantee, such Existing Credit Group Obligor would be required to guarantee the Notes pursuant to Section 4.10; (ii) upon a satisfaction and discharge of this Indenture as described under Section 8.01(a); (iii) in the case of each Existing Guarantor (excluding, for the avoidance of doubt, AMC) upon the merger, amalgamation, consolidation or winding up of such Existing Guarantor with and into AMC or another Existing Credit Group Obligor that is the surviving Person in such merger, amalgamation, consolidation or winding up; or (iv) as described under Article IX hereof. (d) Following delivery of an Officers’ Certificate to the Trustee stating the occurrence of any of the following events, Holdings shall be automatically and unconditionally released and discharged from its Obligations under this Indenture and its Guarantee and such Guarantee shall be automatically and unconditionally terminated, and no further action by Holdings, the Company shall also terminate or the Trustee is required (other than delivery of such Officers’ Certificate) for the release of such Guarantor or the termination of such Subsidiary Guarantee: (i) upon a satisfaction and discharge of this Indenture as described under Section 8.01(a); or (ii) as described under Article IX hereof. (e) Notwithstanding the foregoing, no Guarantor may be released from its Guarantee if, on the date of and after giving effect to the release of such releaseGuarantee, sale the Guarantor (or transferany subsidiary thereof) would own (or hold an exclusive license with respect to) any intellectual property that is material to the business of the Centertainment Group Entities.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will (other than any Guarantor incorporated or formed in Canada) shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw 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. Each Subsidiary Other than with respect to fraudulent transfer or conveyance and voidable preference, this Section 10.2(a) shall not apply to any Guarantor may consolidate with that is organized in a jurisdiction that is specifically addressed in Sections 10.7 through 10.14 below. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or merge into other transfer (including through merger, consolidation or sell its assets to dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture so long as such Guarantor is also released from its guarantee of the Senior Credit Agreement and Certain Capital Markets Debt (if applicable); (2) the Dutch 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) 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 Dutch Co-Issuer or any Restricted Subsidiary of the Dutch Co-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 a result of payment in connection with the enforcement of remedies under such other guarantee of Indebtedness; (4) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if this Indenture is discharged (including SECTION 3.6through redemption or repurchase of all the Notes as a result of satisfaction and discharge or otherwise) in accordance with the terms of this Indenture; (5) 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) upon the occurrence of a Covenant Suspension Event pursuant to Section 3.15. A Guarantee also will be automatically released upon the applicable 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) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (d) In the case of Section 10.2(b), to the extent the Issuers request evidence of the release of a Guarantor through a supplemental indenture or amendment to this Indenture or other documentation, the Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the a 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company partnership or other similar entity trust other than the Company or a Wholly-Owned another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a Foreign Subsidiarysupplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION Section 3.6), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the a Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall will also terminate upon such release, sale or transfer. A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Subsidiary Guarantor may to consolidate with, merge with or merge into or sell its assets to any person (other than (i) the Company (as permitted in Section 4.1) or (ii) another Wholly-Owned Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with unless: (1) (x) the resulting, surviving or merge into or sell all or substantially all its assets to transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity other than the District of Columbia and such Person (if not such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (y) 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 or Event of Default shall have occurred and be continuing; and (z) the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with shall have delivered to the Subsidiary Guarantor)Trustee an Officers' Certificate and an Opinion of Counsel, except each stating that if the surviving corporation of any such consolidation, merger or consolidation transfer and such supplemental indenture (if any) comply with this Indenture; or (2) the transaction is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiarymade in compliance with Section 3.5. 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) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyGuarantor, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Indenture, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; PROVIDEDprovided, HOWEVERhowever, that any such termination shall occur only to (x) the extent that sale or other disposition is in compliance with this Indenture, including Section 3.5, Section 3.9 and Section 4.1 and (y) all the obligations of such Subsidiary Guarantor under the Senior all Credit Agreement Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries terminate upon consummation of such releasetransaction. (c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture, sale its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the legal defeasance or transfercovenant defeasance of the Securities pursuant to the provisions of Article VIII hereof. (d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (i) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantor may consolidate with Guarantee and this Indenture shall be released and discharged, upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with transfer after which the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a applicable Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock is no longer a Restricted Subsidiary or the sale of all or substantially all the assets of its assets) to a Person (whether or not an Affiliate of the such Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale sale, exchange or disposition transfer is otherwise made in compliance with this Indenture Indenture, including Section 3.8 and Article IV); (including SECTION 3.6), such ii) each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent that all provisions of Article VIII hereof; and (iii) each Subsidiary Guarantor shall be released from its obligations of under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, such Subsidiary Guarantor shall 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 have been complied with. (d) The release of a Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture in accordance with the Senior Credit Agreement and all provisions of its Guarantees of, and under all this Section 10.2 shall not preclude the future applications of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon Section 3.14 to such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each Subsidiary Guarantor may consolidate with provincial law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition b) Any Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (1) Any sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise) of the sale of its Capital Stock of such Subsidiary Guarantor or the sale sale, exchange, transfer or other disposition, of all or substantially all of its assets) the assets of the Subsidiary Guarantor to a Person other than to the Issuer or another Guarantor, in each case, so long as such sale, transfer or other disposition is not prohibited by Section 3.5; (whether 2) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary or the Subsidiary Guarantor becomes a Non-Guarantor Subsidiary; provided that no such automatic release shall occur if such Subsidiary Guarantor becomes a Non-Guarantor solely under clause (v) of the definition of “Non-Guarantor Subsidiary” unless in connection with a bona fide sale, exchange, transfer or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not the Issuer or a Subsidiary Guarantor or an Affiliate of the Subsidiary GuarantorIssuer or a Guarantor that is permitted hereunder; (3) which is not a Subsidiary legal defeasance or covenant defeasance or satisfaction and discharge of the Company, which sale Notes pursuant to Article VIII or disposition is otherwise in compliance with this Indenture Article XI; (including SECTION 3.6), 4) such Subsidiary Guarantor shall be deemed being (or being substantially concurrently) released or discharged from all of its obligations Guarantees of payment 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 Issuer or a Guarantor pursuant to Section 3.7 hereof, including a release as a result of the repayment in full or termination of the Indebtedness specified under this Indenture such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and its Subsidiary Guarantee and if such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations Indebtedness of such Subsidiary Guarantor under or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (5) upon the Senior Credit Agreement merger, amalgamation or consolidation of any Subsidiary Guarantor with and all into the Issuer or another Guarantor or upon the liquidation of its Guarantees ofsuch Subsidiary Guarantor, and in each case, in compliance with the applicable provisions of this Indenture; (6) as provided under all of its pledges of assets or other security interests which secure, any other Indebtedness Intercreditor Agreement; (7) as described in the second paragraph under Section 3.7; (8) in accordance with the applicable provisions of the Company Collateral Documents; (9) as provided for in Article IX; and (10) upon the occurrence of Investment Grade Status; provided that such Guarantee shall also terminate be reinstated upon such release, sale or transferthe Reversion Date.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, its guarantee of any Guarantees borrowings under the Senior Secured 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a “Restricted Subsidiary” of the Issuer or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Issuer or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to if the extent that all obligations of such sale or other disposition does not violate Section 3.5. (c) Each Subsidiary Guarantor will be automatically released from its obligations under this Indenture and its Guarantee upon the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, Subsidiary Guarantor ceasing to guarantee any the other Indebtedness of the Company shall also terminate Issuer or any other Subsidiary Guarantor. (d) Each Subsidiary Guarantor will be automatically released from its obligations under this Indenture and its Guarantee if the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Guarantee, and such Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (f) With respect to any release of a Guarantee, upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) or (e) of this Section 10.2 have been complied with, the Trustee shall execute appropriate documentation evidencing such release, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor may consolidate with shall 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) the sale, exchange, disposition or merge into other transfer (including through merger, consolidation or sell its assets to dissolution) of the Company Capital Stock (including any sale, disposition or another Wholly-Owned Subsidiary other transfer following which the applicable Guarantor without limitation. Each Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary), or merge into or sell all or substantially all its assets to a corporationthe assets, partnershipof the applicable Guarantor if such sale, trustexchange, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise 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) 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 a result of payment in connection with the enforcement of remedies in bankruptcy under such other obligation; (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 (including SECTION 3.6through a satisfaction and discharge of the Notes, a redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (5) the release or discharge of the Guarantee by, or direct obligation of, such Guarantor of the obligations under both the Term Loan Credit Agreement and the ABL Credit Agreement, except a discharge or release by or as a result of payment in connection with the enforcement of remedies in bankruptcy under such Guarantee or direct obligation; or (6) such Guarantor ceasing to be a Domestic Subsidiary. A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing both the Term Loan Credit Agreement and the ABL Credit Agreement or other exercise of remedies in respect thereof. (c) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will be released from their Guarantees, if any. (d) In the case of Section 10.2(b), to the extent the Issuer is not otherwise specifically required to evidence 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 and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the sale, conveyance, transfer, lease or sell all or other disposition of substantially all its of the assets to of such Guarantor, whether in a single transaction or a series of related transaction, unless: (i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantoriii) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Guarantee and such Guarantee will terminate; provided, however, that (1) the Company, which sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 5.01 (including SECTION 3.6other than clause (iii) thereof); and (2) all the 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) Subject to Section 8.04, such Subsidiary each Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the satisfaction and discharge of the Indenture pursuant to the extent that all obligations provisions of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferArticle 8 hereof.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee by a Guarantor may consolidate with shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange, disposition or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor transfer (by merger, consolidation, consolidation or otherwise) of (A) the sale of its Capital Stock of a Guarantor (including any sale, exchange, disposition or transfer), after which the sale of applicable Guarantor is no longer a Restricted Subsidiary or (B) all or substantially all of its assets) to a Person (whether or not an Affiliate the assets of the Subsidiary such Guarantor) which is not a Subsidiary of the Company, which sale sale, exchange or disposition transfer is otherwise made in compliance with the applicable provisions of this Indenture; (ii) the release or discharge of the guarantee 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 a result of payment under such guarantee or direct obligation; (iii) (A) the designation of any Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (including SECTION 3.6), B) the occurrence of any other event following which such Guarantor is no longer a Restricted Subsidiary Guarantor shall be deemed released from all its in a manner not in violation of this Indenture; (iv) exercise of Legal Defeasance or Covenant Defeasance by the Issuer as described under Section 8.2 or Section 8.3 or the Issuer’s obligations under this Indenture being discharged in accordance with ARTICLE XI; (v) any Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Secured Indebtedness or other exercise of remedies in respect thereof, subject to, in each case, such foreclosure or exercise of remedies not being in violation of this Indenture; (vi) the occurrence of a Covenant Suspension Event: (vii) the merger, consolidation or amalgamation of any Guarantor with and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDEDinto the Issuer, HOWEVER, another Guarantor or a Person that any such termination shall occur only to will become a Guarantor upon the extent that all obligations consummation of such Subsidiary merger, consolidation or amalgamation, or upon the liquidation of such Guarantor under following the Senior Credit Agreement and transfer of all of its Guarantees ofassets to the Issuer or another Guarantor; or (viii) as described in ARTICLE IX. Upon the release and discharge of any Note Guarantee pursuant to this clause (b), and under all the Trustee shall execute an instrument evidencing the release of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate such Guarantor upon such releaseGuarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, sale or transfersubject to customary assumptions and exclusions, stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacilities) 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 Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture or as set forth belowIndenture, result in the obligations Obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged upon: (A) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation, consolidation or otherwise) of the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under after which the Senior Credit Agreement and all of its Guarantees ofapplicable Subsidiary Guarantor is no longer a Restricted Subsidiary, and under all of its pledges of assets which sale, assignment, transfer, conveyance, exchange or other security interests which securedisposition is made in compliance with the provisions of this Indenture, any including Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 4.1(a); provided that (y) all Guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Indebtedness of the Company shall also and its Restricted Subsidiaries terminate upon consummation of such transaction and (z) any Investment of the Company or any other Subsidiary of the Company (other than any Subsidiary of such Subsidiary Guarantor) in such Subsidiary Guarantor or any Subsidiary of such Subsidiary Guarantor in the form of Obligations for Indebtedness or Preferred Stock is repaid, satisfied, released and discharged in full upon such release; (B) the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and Restricted Subsidiaries under the Senior Secured Credit Agreement (including, sale by reason of the termination of the Senior Secured Credit Agreement) and all other Indebtedness of the Company and the Subsidiary Guarantors, including the Guarantee that resulted in the Obligation of such Subsidiary Guarantor to Guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Securities pursuant to this Indenture, except a release or transferdischarge by or as a result of payment under such Guarantee; provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s Obligations under such Indebtedness, as the case may be, so Incurred 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; (C) the proper designation of any Subsidiary Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its legal defeasance option or covenant defeasance option as described in Section 8.1 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture as described in Article VIII; and (2) such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (1)(A), (1)(B), (1)(C) or (1)(D) of this Section 10.2 have been complied with. Any released Subsidiary Guarantor will again provide a Subsidiary Guarantee if required to do so pursuant to Section 3.11.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not Parent or a Subsidiary of Parent, such Subsidiary Guarantor shall be released (without any further action on the Companypart of any Person) from all its obligations under this Indenture, which its Note Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 3.8 and Article IV; and (including SECTION 3.6), 2) 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. (c) Each Note Guarantor shall be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Note Guarantee and the Registration Rights Agreement and such Subsidiary Note Guarantee shall terminate; PROVIDEDterminate upon the satisfaction and discharge of this Indenture or upon the legal defeasance of the Notes, HOWEVERin each case, that any such termination shall occur only pursuant to the extent that provisions of Article VIII hereof. (d) A Subsidiary Guarantor shall be deemed released from all of its obligations of under this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee shall terminate if the Company designates such Subsidiary Guarantor under as an Unrestricted Subsidiary and such designation complies with the Senior Credit Agreement and all applicable provisions of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each a Subsidiary Guarantor hereunder 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 Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowSupplemental Indenture, result in the obligations of the Subsidiary Guarantor under its Subsidiary this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary 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 of its assets) to a Person assets (other than by lease)), and whether or not an Affiliate of the Subsidiary Guarantor) which Guarantor is the surviving corporation in such transaction, to or with a Person that is not the Company or a Restricted Subsidiary of the Company, which the Subsidiary Guarantor will be automatically released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee will terminate; provided, however, that the sale or other disposition is otherwise in compliance with this Indenture the Indenture, including Sections 3.5, 3.9 and 5.1. (including SECTION 3.6), such c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee shall terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of Article IX hereof or (y) in accordance with Section 3.7 of the Indenture. (d) Each Subsidiary Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and its Guarantee if the Company designates the Subsidiary Guarantee Guarantor as an Unrestricted Subsidiary and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to designation complies with the extent that all obligations other applicable provisions of such this Supplemental Indenture and the Indenture. (e) Each Subsidiary Guarantor under the Senior Credit Agreement and shall be released from all of its Guarantees ofobligations under this Supplemental Indenture, the Indenture and under all of its pledges of assets or other security interests which secure, any other Indebtedness this Guarantee upon satisfaction and discharge of the Company shall also terminate upon such release, sale or transferIndenture pursuant to Section 9.1(a).

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance conveyance, fraudulent preference, transfer at undervalue or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary Guarantor (by merger, amalgamation, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a Subsidiary of the Parent Guarantor or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Parent Guarantor or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Parent Guarantor, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee if the sale or other disposition does not violate Section 3.5. (c) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee upon the release or discharge of such Subsidiary Guarantor from its guarantee of the other Indebtedness that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities pursuant to Section 3.11, except a discharge or release by or as a result of payment under such guarantee. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Parent Guarantor designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, and such Subsidiary Guarantee shall will terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent provisions of Article VIII hereof. (f) The Parent Guarantor will be released from its obligations under this Indenture and the Parent Guarantee, and such Parent Guarantee will terminate, upon the legal defeasance of the Securities or the satisfaction and discharge of this Indenture pursuant to the provisions of Article VIII hereof, or, in the case of a predecessor Parent Guarantor, in connection with the succession and substitution of a Successor Company and corresponding release of the predecessor as described in Section 4.1 herein. (g) The release of any Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all obligations conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d), (e) or (f) of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Section 10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which Company (other than a Receivables Entity) after giving effect to the sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)other disposition, such Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.14 and Article IV; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and any other agreements evidencing any other Indebtedness of the Company or any Restricted Subsidiary (after giving effect to the sale or other disposition) terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor shall be deemed released and discharged in full from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Notes pursuant to the extent that provisions of Article VIII hereof. (d) A Subsidiary Guarantor shall be deemed released and discharged in full from all of its obligations of under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate if (1) (a) such Subsidiary Guarantor under the Senior Credit Agreement and all of is released from its Guarantees of, and under all of its pledges of assets or other and security interests which securegranted in connection with, any the Senior Secured Credit Agreement and all other Indebtedness of the Company shall also terminate and its other Restricted Subsidiary and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 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 3.3(b) or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture or (3) in connection with any legal defeasance of the Notes or upon such releasesatisfaction and discharge of this Indenture, sale or transfereach in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale sale, exchange, transfer or disposition of a Subsidiary such Guarantor (by merger, amalgamation, consolidation, or the sale of its the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be deemed automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee Note Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement and such Subsidiary Note Guarantee shall terminate; PROVIDEDterminate and be of no further force and effect and the Liens, HOWEVERif any, that any on the Collateral pledged by such termination shall occur only Guarantor pursuant to the extent that Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.5 and Section 4.1 and (y) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also or its Restricted Subsidiaries terminate upon consummation of such releasetransaction. (c) In addition, sale each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and each Subsidiary and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon: (1) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (2) the Company exercising its legal defeasance option or transfercovenant defeasance option as described in Section 8.1 or the Company’s Obligations under this Indenture being discharged in accordance with Article XII. (d) Such Guarantor must deliver 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 such transaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trustdisposition, limited partnership, limited liability company dissolution or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture (including SECTION 3.6)Indenture, so long as such Subsidiary Guarantor is also released from its guarantee under the Senior Credit Agreements, the Secured Notes Indenture, the indentures governing the Opco Notes and Certain Capital Markets Debt; (2) CommScope 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) 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 CommScope or any Restricted Subsidiary or the repayment of the 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 a result of payment in connection with the enforcement of remedies under such other guarantee; (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 the Guarantee by, or direct obligation of, such Guarantor of the Obligations under the Senior Credit Agreements, the Secured Notes Indenture and the indentures governing the Opco Notes, 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) such Guarantor ceasing to be a Domestic Subsidiary; or (7) the Notes having an Investment Grade Rating from both Rating Agencies. A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either Senior Credit Agreement or the Secured Notes Indenture or other exercise of remedies in respect thereof. (c) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be deemed released from their Guarantees, if any. (d) In the case of Section 10.2(b), the Issuer shall deliver 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 such transaction have been complied with. (e) The release of a Guarantor from its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor UNLESS: (1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantorc) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary of Guarantee and the CompanyRegistration Rights Agreement and such Subsidiary Guarantee will terminate; PROVIDED, which HOWEVER, that (1) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 5.01 (including SECTION 3.6other than clause (c) thereof), ; and (2) all the obligations of such Subsidiary 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 this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations of such under this Indenture, its Subsidiary Guarantor under Guarantee and the Senior Credit Registration Rights Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of if the Company shall also terminate upon designates such release, sale or transferGuarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company will not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its 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 Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with Guarantor), unless: (a) the resulting, surviving or merge into or sell all or substantially all its assets to transferee Person will be a corporation, partnership, trust, limited partnership, trust or limited liability company organized or formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement and the Collateral Documents and shall cause such amendments, supplements or other similar entity other than 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 entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (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; and (c) the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with will have delivered to the Subsidiary Guarantor)Trustee an Officers' Certificate and an Opinion of Counsel, except each stating that if the surviving corporation of any such consolidation, merger or consolidation transfer and such supplemental indenture (if any) comply with this Indenture; or (2) the transaction is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiarymade in compliance with Section 3.5. 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) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyRestricted Subsidiary, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Indenture, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, the Registration Rights Agreement and the Collateral Documents, such Subsidiary Guarantee shall terminate; PROVIDEDwill terminate and the Liens, HOWEVERif any, that any on the Collateral pledged by such termination shall occur only Subsidiary Guarantor pursuant to the extent that Collateral Documents shall be released with respect to the Securities if all the obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and related documentation terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor will be deemed released from all of its Guarantees ofobligations under this Indenture, its Collateral Documents, its Subsidiary Guarantee and under all of its pledges of assets or other security interests which secure, any other Indebtedness the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the legal defeasance of the Securities pursuant to the provisions of Article VIII hereof. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture, its Collateral Documents, its Subsidiary Guarantee and the Registration Rights Agreement if the Company shall also terminate upon designates such release, sale or transferSubsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee Guaranty or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawLaw 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. Each Subsidiary Guarantor may consolidate that makes a payment under its Guaranty shall be entitled upon payment in full of all Guarantor Obligations to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. (b) A Guaranty by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guaranty and this Indenture shall be released and discharged, upon: (A) the sale, exchange, disposition or merge into other transfer (including through merger, consolidation or sell its assets to dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trustdisposition, limited partnership, limited liability company dissolution or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation transfer is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture (including SECTION 3.6)Indenture, so long as such Subsidiary Guarantor shall be deemed is also released from its Guaranty and all pledges and security interests granted in connection with any Indebtedness under any First Lien Facility; (B) 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; or (C) such Guarantor ceasing to constitute a Material Subsidiary (other than a Subsidiary that is a borrower or provides a guaranty under any First Lien Facility) or being or becoming an Excluded Subsidiary or, with respect to any Guarantor that is not a Material Subsidiary, ceasing to be a borrower or to providing a Guaranty under any First Lien Facility; and (2) the Issuer 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 such release and discharge have been complied with. (c) The release of a Guarantor from its Guaranty and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantor may consolidate with Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with the transfer) following which such Subsidiary Guarantor), except that if the surviving corporation of any such merger Guarantor ceases to be a direct or consolidation is a indirect Subsidiary of the Company, Company if such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, including Section 3.7 and Article IV); (ii) if such Subsidiary Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (iii) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (iv) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company shall 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 have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementWorking 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company will not permit any Subsidiary Guarantor may to consolidate with or merge with or into any Person (other than the Company or sell its 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 Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with Guarantor), unless: (A) the resulting, surviving or merge into or sell all or substantially all its assets to transferee Person will be a corporation, partnership, trust, limited partnership, trust or limited liability company organized or formed 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) and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or 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 entity, 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 entity other than statute or regulation of the relevant states or jurisdictions; (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; and (C) the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with will have delivered to the Subsidiary Guarantor)Trustee an Officers’ Certificate and an Opinion of Counsel, except each stating that if the surviving corporation of any such consolidation, merger or consolidation transfer and such supplemental indenture (if any) comply with this Indenture; or (2) the transaction is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiarymade in compliance with Section 3.5 and Section 3.9. 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) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the CompanyRestricted Subsidiary, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Indenture, such Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, such Subsidiary Guarantee shall terminate; PROVIDEDwill terminate and the Liens, HOWEVERif any, that any on the Collateral pledged by such termination shall occur only Subsidiary Guarantor pursuant to the extent that Collateral Documents shall be released with respect to the Securities if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement Working Capital Facility and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also or its Restricted Subsidiaries terminate upon consummation of such releasetransaction. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, sale or transferits Subsidiary Guarantee, the 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 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 and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise 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) 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, in each case, which resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee; (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 satisfied and discharged in accordance with the terms of this Indenture; or (including SECTION 3.65) 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. A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either the Senior Credit Agreement or the Existing Unsecured Notes Indenture or other exercise of remedies in respect thereof. (c) [Reserved]. (d) If any Guarantor is released from its Guarantee, any of 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, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (f) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowthe Indenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than rights of creditors generally. (b) In the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company, which Company (after giving effect to the sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6other disposition), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee if: (1) the sale or other disposition is in compliance with the Indenture, including Section 4.7 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time) and such Subsidiary Guarantee shall terminateArticle V; PROVIDED, HOWEVER, that any such termination shall occur only to and (2) all the extent that all obligations of such Subsidiary Guarantor under the Senior all Credit Agreement Facilities and all of its Guarantees of, and under all of its pledges of assets or any other security interests which secure, agreements evidencing any other Indebtedness of the Company shall also or its Restricted Subsidiaries (after giving effect to the sale or other disposition) terminate upon consummation of such releasetransaction. (c) A Subsidiary Guarantor will be released from its obligations under the 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 Supplemental Indenture or in connection with any legal defeasance of the Notes or upon satisfaction and discharge of the Indenture pursuant to the provisions of Article VII, sale or transfereach in accordance with the terms of this Supplemental Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any 56 Guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor UNLESS: (1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantorc) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary of Guarantee and the CompanyRegistration Rights Agreement and such Subsidiary Guarantee will terminate; PROVIDED, which HOWEVER, that (1) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 5.01 (including SECTION 3.6other than clause (c) thereof), ; and (2) all the obligations of such Subsidiary 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. 57 (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations of such under this Indenture, its Subsidiary Guarantor under Guarantee and the Senior Credit Registration Rights Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of if the Company shall also terminate upon designates such release, sale or transferGuarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned following which such Subsidiary Guarantor (whether ceases to be a direct or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a indirect Subsidiary of the Company, Company if such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock does not constitute an Asset Disposition or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture Indenture, including Section 3.7 and Article IV); (including SECTION 3.6), ii) if such Subsidiary Guarantor shall be deemed released from all its obligations under is dissolved or liquidated in accordance with the provisions of this Indenture and its Subsidiary Guarantee and Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantee shall terminate; PROVIDEDGuarantor of the New Senior Secured Credit Agreement or such other guarantee or Indebtedness that resulted in the creation of such Subsidiary Guarantee, HOWEVERexcept a discharge or release (i) in connection with the repayment in full and termination of commitments under the New Senior Secured Credit Agreement without being replaced with another Debt Facility, or (ii) as a result of payment under such guarantee or Indebtedness by such Subsidiary Guarantor (it being understood that a release subject to a contingent reinstatement is still a release, and if any such termination shall occur only to the extent that all obligations Indebtedness of such Subsidiary Guarantor under the New Senior Secured Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secureguarantee is so reinstated, any such Guarantee shall also be reinstated); (iv) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (v) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other Indebtedness applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company shall also terminate upon 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 release, sale or transfertransaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary 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 of its assets) to a Person assets (other than by lease)), and whether or not an Affiliate of the Subsidiary Guarantor) Guarantor is the surviving corporation in such transaction, to or with a Person which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), such Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee, the Registration Rights Agreement and any Collateral Documents to which it is a party and such Subsidiary Guarantee will terminate; provided, however, that the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Sections 3.5, 3.9 and 4.1. (including SECTION 3.6), such c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture Indenture, the Registration Rights Agreement and its Subsidiary Guarantee the Collateral Documents to which it is a party and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate (x) upon the legal defeasance of the Securities pursuant to the extent that provisions of Article VIII hereof or (y) in accordance with Section 3.13 of this Indenture. (d) Each Subsidiary Guarantor shall be released from all of its obligations of under this Indenture, its Subsidiary Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party if the Company designates such Subsidiary Guarantor under as an Unrestricted Subsidiary and such designation complies with the Senior Credit Agreement and other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor shall be released from all of its Guarantees ofobligations under this Indenture, its Subsidiary Guarantee, the Registration Rights Agreement and under all the Collateral Documents to which it is a party upon satisfaction and discharge of its pledges of assets or other security interests which secure, any other Indebtedness this Indenture pursuant to Section 8.1(a). (f) The Trustee shall promptly execute and deliver an appropriate instrument prepared and delivered to it at the expense of the Company shall also terminate evidencing any such release upon such release, sale or transferreceipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.6.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition Guarantee of a Subsidiary Guarantor (by merger, consolidation, the will be deemed released in connection with any sale of its Capital Stock or the sale other disposition of all or substantially all of its assets) the assets of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, which if the sale or other disposition is otherwise does not violate the “Asset Disposition” provisions of this Indenture; (c) The Subsidiary Guarantee of a Subsidiary Guarantor will be deemed released in compliance connection with this Indenture (including SECTION 3.6), any sale or other disposition of Capital Stock of such Subsidiary Guarantor shall 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 does not violate the “Asset Disposition” provisions of this Indenture and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (d) The Subsidiary Guarantee of a Subsidiary Guarantor will be deemed released upon the legal defeasance and covenant defeasance of this Indenture pursuant to the provisions of Article VIII hereof or (y) in accordance with Section 3.13 of this Indenture. (e) The Subsidiary Guarantee of a Subsidiary Guarantor will be released if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the other applicable provisions of this Indenture. (f) The Subsidiary Guarantee of a Subsidiary Guarantor will be released from all of its obligations under this Indenture and Indenture, its Subsidiary Guarantee and such Subsidiary Guarantee the Security Documents to which it is a party upon satisfaction and discharge of this Indenture pursuant to Section 8.1(a). (g) The Trustee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only promptly execute and deliver an appropriate instrument prepared and delivered to it at the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness expense of the Company shall also terminate evidencing any such release upon such release, sale or transferreceipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 10.2.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall automatically (and without any further action by any Subsidiary Guarantor or any other Person) be reduced and limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any Bankruptcy Law or other applicable federal or state law. Each law and not otherwise being void, voidable or avoidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Subsidiary Guarantor may consolidate with Guarantee and this Indenture shall be released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than otherwise) of the Company or a Wholly-Owned Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not affiliated with the transfer) following which such Subsidiary Guarantor), except that if the surviving corporation of any such merger Guarantor ceases to be a direct or consolidation is a indirect Subsidiary of the CompanyCompany if such sale, exchange or transfer does not constitute an Asset Disposition or is made in compliance with this Indenture, including Section 3.7 and Article IV; (ii) the dissolution or liquidation of such Subsidiary Guarantor in accordance with the provisions of this Indenture; (iii) upon exercise of the Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the provisions of Article VIII hereof; and (iv) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (c) In the event the Trustee is asked to acknowledge such a release, the Company shall not be a Foreign Subsidiary. Upon deliver to the sale or disposition Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (d) The release of a Subsidiary Guarantor (by merger, consolidation, the sale of from its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit 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 Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale sale, exchange, transfer or disposition of a Subsidiary such Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not Parent or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Parent, such Subsidiary Guarantor shall (other than Parent) will be deemed automatically released from all its obligations under this Indenture and its Subsidiary Note Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreements, such Note Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only Guarantor pursuant to the extent that Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or other disposition is made in compliance with this Indenture, including Section 3.05 and Section 4.01, (y) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement all Debt Facilities and all of its Guarantees of, related documentation and under all of its pledges of assets or any other security interests which secure, agreements relating to any other Indebtedness of the Company shall also Company, Parent or the Restricted Subsidiaries of Parent terminate upon consummation of such releasetransaction, sale and (z) the Company or transfersuch Guarantor delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture relating to such action have been complied with. In addition, each Note Guarantee by a Guarantor (other than Parent) will be automatically and unconditionally released and discharged, and each Subsidiary and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreements will be released and discharged, upon: (1) the release or discharge of such Guarantor from its guarantees of Indebtedness of Parent and the Guarantor under the ABL Credit Facilities (including by reason of the termination of the ABL Credit Facilities) and all other Indebtedness of the Company, Parent and any Restricted Subsidiaries of Parent, if such Guarantor would not then otherwise be required to guarantee the Notes pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Guarantor under Section 3.02, such Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 3.02; (2) the proper designation of any Restricted Subsidiary of Parent that is a Guarantor as an Unrestricted Subsidiary; or (3) the Company exercising its legal defeasance option or covenant defeasance option as described in Section 8.01 or the Company’s obligations under this Indenture being discharged in accordance with Article 12.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of Holdings and each Subsidiary other Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of Holdings and such Subsidiary other 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 Holdings or any other Subsidiary Guarantor in respect of the obligations of Holdings or such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary Holdings or such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee of a Subsidiary Guarantor may consolidate shall be automatically and unconditionally released and discharged: (1) in connection with any sale, exchange, transfer or merge into other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or sell its assets to otherwise) of the Company or another Wholly-Owned Capital Stock of such Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into the sale, exchange, transfer or sell other disposition, of all or substantially all its of the assets of the Subsidiary Guarantor to a corporationPerson other than to the Issuer or another Guarantor, partnershipin each case, trustso long as such sale, limited partnership, limited liability company transfer or other similar entity other than disposition is not prohibited by Section 3.5; (2) upon the Company or a Wholly-Owned designation in accordance with this Indenture of the Subsidiary Guarantor (whether as an Unrestricted Subsidiary or not affiliated with the occurrence of any event after which the Subsidiary Guarantor)Guarantor is no longer a Restricted Subsidiary or the Subsidiary Guarantor becomes an Excluded Subsidiary; provided that, except that if to the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of extent a Subsidiary Guarantor becomes a non-Wholly Owned Subsidiary as a result of a partial transfer of Equity Interests of such Subsidiary Guarantor, such transfer of the Equity Interests of such Subsidiary Guarantor shall not result in the release of such Subsidiary Guarantor or any Guarantee by such Subsidiary Guarantor unless done for a bona fide business purpose and not in contemplation of removing such Subsidiary Guarantor as a Guarantor; (3) upon defeasance or discharge of the Notes pursuant to Article VIII or Article XI; (4) upon such Subsidiary 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 ABL 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, including a release as a result of the repayment in full or termination of the Indebtedness specified in (i) or (ii) under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and if such Indebtedness of such Subsidiary Guarantor under the ABL Credit Agreement or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (5) upon the merger, consolidationamalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the sale applicable provisions of its Capital Stock or this Indenture; (6) as provided under the sale ABL-Notes Intercreditor Agreement; (7) as described in the second paragraph under Section 3.7; or (8) as provided for in Article IX. (c) Any Note Guarantee of Holdings shall be automatically and unconditionally released and discharged upon: (1) the Issuer ceasing to be a Wholly Owned Subsidiary of Holdings in a transaction permitted by the Indenture; (2) the Issuer’s transfer of all or substantially all of its assets) to a Person (whether assets to, or not merger, consolidation or amalgamation with, an Affiliate of the Subsidiary Guarantor) which entity that is not a Wholly Owned Subsidiary of Holdings in accordance with Section 4.1 and such transferee entity assumes the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its Issuer’s obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only Indenture; (3) defeasance or discharge of the Notes pursuant to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and Article VIII or Article XI; (4) Holdings being (or being substantially concurrently) released or discharged from all of its Guarantees of, and under all of its pledges payment of assets or other security interests which secure, (i) any other Indebtedness of the Company Issuer under the ABL Credit Agreement or (ii) any Other Guarantee, including a release as a result of the repayment in full or termination of the Indebtedness specified in (i) or (ii) under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and if such Indebtedness of Holdings under the ABL Credit Agreement or any Other Guarantee is reinstated, such Guarantee shall also terminate upon such release, sale be reinstated); (5) as provided under the ABL-Notes Intercreditor Agreement; or transfer​ ​ (6) as provided for in Article IX.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit AgreementAgreements) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary Guarantor (Guarantor, whether by merger, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a “Subsidiary” of the Issuer or the sale of all or substantially all of its assetsassets (other than by lease) and whether or not such Subsidiary Guarantor is the surviving entity in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Parent Guarantor or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be released from all its obligations under this Indenture and its Guarantee if the sale or other disposition does not violate Section 3.5. (c) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee upon the release or discharge of such Subsidiary Guarantor from its guarantee of (i) the Senior Secured Credit Agreements (so long as such Subsidiary Guarantor is not then otherwise required to provide a Guarantee under Section 3.11) or (ii) such other Indebtedness that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities pursuant to Section 3.11(b), except, in each case, a discharge or release by or as a result of payment under such guarantee. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee if the Parent Guarantor designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, and such Subsidiary Guarantee shall will terminate; PROVIDED, HOWEVERupon any covenant defeasance of the Securities. (f) Each Guarantor will be deemed released from all its obligations under this Indenture and its Guarantee, that and such Guarantee will terminate, upon any such termination shall occur only legal defeasance or upon satisfaction and discharge of this Indenture, in each case pursuant to the extent provisions of Article VIII hereof. (g) The release of any Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all obligations conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) (e), or (f) of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Section 10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law or the laws of the jurisdiction of organization of such Guarantor may consolidate with and not otherwise being void or merge into voidable under any similar laws affecting the rights of creditors generally. (b) A Guarantee by a Guarantor shall 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) the sale, exchange, disposition or sell its assets to other transfer (including through merger, consolidation or dissolution) of (x) the Company Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor if such sale, partnershipexchange, trust, limited partnership, limited liability company disposition or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor transfer (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by including through merger, consolidation, the sale of its Capital Stock consolidation or the sale of all or substantially all of its assetsdissolution) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise made in compliance with this Indenture; (2) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary;” (3) 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 Issuers or any 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 a result of payment in connection with the enforcement of remedies under such other guarantee; (4) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ Obligations under this Indenture are satisfied and discharged (including SECTION 3.6through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture; (5) with respect to a Guarantee granted by a Subsidiary of Parent Guarantor, 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) with respect to a Guarantee granted by a Subsidiary of Parent Guarantor, the Notes having an Investment Grade Rating from two of the Rating Agencies. A Guarantee granted by a Subsidiary of Parent Guarantor also will be automatically released upon the applicable 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) [Reserved]. (d) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any. (e) In the case of Section 10.2(b), the Issuers shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary transaction have been complied with. (f) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Notes Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to ARTICLE III and ARTICLE IV, each Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6including, without limitation, SECTIONS 3.4, 3.7 and 3.10), such Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and its Subsidiary Notes Guarantee and such Subsidiary Notes Guarantee shall will terminate; PROVIDED, HOWEVER, that any such termination shall will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. 113 (c) Each Guarantor will be deemed released from all its obligations under this Indenture, its Notes Guarantee and the Registration Rights Agreement and such Notes Guarantee will terminate upon the legal defeasance or covenant defeasance of the Securities pursuant to the provisions of ARTICLE VIII hereof. (d) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Notes Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In addition, the Company shall not permit any Guarantor may to consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (other than another Guarantor) and shall not permit the conveyance, transfer or sell all or lease of substantially all its of the assets to of any Guarantor unless: (1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust, limited 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 other similar entity 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 the Company or a Wholly-Owned Subsidiary Guarantor clause (whether or not affiliated with the Subsidiary Guarantorc) of Section 5.01), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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 assetsassets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary, such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary of Guarantee and the CompanyRegistration Rights Agreement and such Subsidiary Guarantee will terminate; provided, which however, that (1) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Section 5.01 (including SECTION 3.6other than clause (c) thereof), ; and (2) all the obligations of such Subsidiary 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 its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article Eight hereof. (d) Each Guarantor shall be released from its obligations of such under this Indenture, its Subsidiary Guarantor under Guarantee and the Senior Credit Registration Rights Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of if the Company shall also terminate upon designates such release, sale or transferGuarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior New Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to Section 10.2(c), Holdings shall not, and the Issuer shall not permit any Subsidiary Guarantor may to, consolidate or merge with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge wind up into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with Holdings, the Issuer or such Subsidiary GuarantorGuarantor is the surviving corporation), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Companysell, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale assign, transfer, lease, convey or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale otherwise dispose of all or substantially all of its properties or assets, in one or more related transaction, to, any Person unless: (i) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (ii) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default exists; (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or (v) the transaction is made in compliance with Section 3.5. (c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture, such Guarantor’s Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of its properties and assets to a Person Subsidiary Guarantor or the Issuer or (whether or not ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Holdings may merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing Holdings in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary Guarantor) which may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders. (d) Any Guarantee by a Restricted Subsidiary of the CompanyNotes shall be automatically and unconditionally released and discharged upon: (1) (A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, which sale sale, exchange, disposition or disposition transfer in each case is otherwise made in compliance with the applicable provisions of this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.Indenture;

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each 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) A Guarantee by a Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor without limitation. Each and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor, if after such transaction the Subsidiary Guarantor may consolidate with is no longer a Restricted Subsidiary, or merge into or sell (y) all or substantially all its the assets to a corporationof such Subsidiary Guarantor, partnershipif such sale, trustexchange, limited partnership, limited liability company disposition or other similar entity other than the Company transfer (including through merger, consolidation or a Wholly-Owned dissolution) is made in compliance with this Indenture, so long as such Subsidiary Guarantor is also released from its guarantee and all pledges and security interests granted in connection with any Indebtedness under the Senior Credit Agreements and Certain Capital Markets Debt; (whether or not affiliated 2) the Issuer designating such Subsidiary 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) in the case of any Restricted Subsidiary Guarantorthat after the Acquisition 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 the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes (and the release, discharge or repayment of any other Indebtedness that would require such Restricted Subsidiary to guarantee the Notes pursuant to Section 3.11), except that if by reason of payment under or the surviving corporation of any such merger termination or consolidation is a Subsidiary repayment of the CompanySenior Credit Agreements or Certain Capital Markets Debt or if a release, discharge or repayment is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; (4) the Issuer’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 the Notes as a result of satisfaction and discharge or otherwise) as described under Article VIII; (5) the release or discharge of the guarantee by, or direct obligation of, such Subsidiary shall not Guarantor of the Obligations under the Senior Credit Agreements, all other Parity Lien Indebtedness and Certain Capital Markets Debt, except by reason of payment under or the termination or repayment of the Senior Credit Agreements or Certain Capital Markets Debt or a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation, but only if the Liens on the Collateral of such Subsidiary Guarantor are also substantially concurrently released pursuant to the terms of this Indenture; (6) such Subsidiary Guarantor ceasing to be a Foreign Domestic Subsidiary; or (7) upon the occurrence of a Covenant Suspension Event pursuant to Section 3.15. Upon the sale or disposition A Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing either Senior Credit Agreement, this Indenture or any other Parity Lien Indebtedness or Priority Lien Indebtedness or other exercise of remedies in respect thereof in accordance with the Intercreditor Agreements. The Guarantee of Holdings will be released if the Issuer exercises its legal defeasance option or covenant defeasance option as described under Section 8.2, if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture as described under Section 8.1 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture or if there is a release or discharge of such Guarantee by, or direct obligation of, Holdings of the Obligations under the Senior Credit Agreements, except by mergerreason of payment under or the termination or repayment of the Senior Credit Agreements or Certain Capital Markets Debt or a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation. (c) If any Subsidiary Guarantor is released from its Guarantee, consolidationany of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any (except to the extent any such Subsidiaries are required to guarantee the Senior Credit Agreements). (d) In the case of 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 sale of its Capital Stock or Issuer shall deliver to the sale of Trustee an Officer’s Certificate stating that all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise conditions precedent provided for in compliance with this Indenture relating to such transaction have been complied with. (including SECTION 3.6), such Subsidiary e) The release of a Guarantor shall be deemed released from all its Guarantee and its obligations under this Indenture and its Subsidiary Guarantee and in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferPerson.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, including any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) 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) assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the CompanyCompany (other than a Receivables Entity), which such Subsidiary 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 (x) the sale or other disposition is otherwise in compliance with this Indenture Indenture, including Sections 3.5 and 4.1 and (including SECTION 3.6), 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. (c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only terminate (x) upon the legal defeasance of the Securities pursuant to the extent that all provisions of Article VIII hereof or (y) in accordance with Section 3.11 of this Indenture. (d) Each Subsidiary Guarantor shall be released from its obligations of under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement upon satisfaction and discharge of this Indenture pursuant to Section 13.1. (f) Notwithstanding the foregoing, in the event any Subsidiary Guarantor is released and discharged in full from all of its obligations under its Subsidiary Guarantees of (1) the Senior Secured Credit Agreement and (2) all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of such Subsidiary Guarantor shall also terminate be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 unless 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). (g) The Trustee shall promptly execute and deliver an appropriate instrument prepared and delivered to it at the expense of the Company evidencing any such release upon such release, sale or transferreceipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.2.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount in U.S. dollars or to the equivalent in local currency, if mandatory under the applicable law, as willshall, after giving effect to all other contingent and fixed liabilities of such 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 Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. In addition, the obligations of any Guarantor organized outside the United States of America may be limited, as set forth in the supplemental indenture pursuant to which the relevant Restricted Subsidiary becomes a Guarantor, as necessary or appropriate to (1) comply with applicable law. Each Subsidiary , (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors (in each case as determined by the Issuer in its sole discretion). (b) A Guarantee by a Guarantor may consolidate with shall 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) the sale, exchange, disposition or merge into other transfer (including through merger, consolidation or sell its assets to dissolution) of (x) Capital Stock of such Guarantor, after which the Company applicable Guarantor is no longer a Restricted Subsidiary, or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell (y) all or substantially all its the assets to a corporationof such Guarantor, partnershipin any case, trustif such sale, limited partnershipexchange, limited liability company disposition or other similar entity other than transfer (including through merger, consolidation or dissolution) is not prohibited by this Indenture; (2) the Company or a Wholly-Owned Issuer designating such Guarantor to be an Unrestricted Subsidiary Guarantor (whether or not affiliated in accordance with the provisions set forth in Section 3.4 and the definition of “Unrestricted Subsidiary”; (3) 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 the relevant Restricted Subsidiary (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 a result of payment in connection with the enforcement of remedies under such other 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 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; or (5) the release or discharge of direct obligations of such Guarantor, or the guarantee by such Guarantor of the obligations, under the New 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 the surviving corporation of any such merger other direct obligation or consolidation guarantee is a Subsidiary of the Companyso reinstated, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such termination shall occur only also be reinstated to the extent that such Guarantor would then be required to provide a guarantee pursuant to Section 3.10). (c) The 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 New Credit Agreement or any Credit Agreement or any 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 such Subsidiary no further force or effect. (d) If any Guarantor under the Senior Credit Agreement and all is released from its Guarantee, any of its Guarantees ofSubsidiaries 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 under an Opinion of Counsel, each stating that all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon conditions precedent provided for in this Indenture relating to such release, sale or transfertransaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the Subsidiary such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. 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) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6), such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall be automatically and unconditionally terminate; PROVIDED, HOWEVERand no further action by such Guarantor, that any the Company or the Trustee is required for the release of such Guarantor or the termination shall occur only to the extent that all obligations of such Subsidiary Guarantee: (i) upon any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer), 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) (A) upon the release or discharge of the guarantee by such Guarantor of the obligations under the Senior Credit Agreement Facilities and all the Existing Notes or (B) upon the release or discharge of its Guarantees ofsuch other guarantee that required such Guarantor to provide such Subsidiary Guarantee pursuant to Section 4.10 except, in each case, (x) a discharge or release by or as a result of payment and under all of its pledges of assets or other security interests which secure, any other Indebtedness (y) if at the time of the release and discharge of such Subsidiary Guarantee, such Guarantor would be required to guarantee the Notes pursuant to Section 4.10; (iii) upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iv) upon the Company shall also terminate exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (v) upon the merger, amalgamation, consolidation or winding up of such releaseGuarantor with and into the Company or another Guarantor that is the surviving Person in such merger, sale amalgamation, consolidation or transferwinding up, or upon the liquidation of such Guarantor; or (vi) as described under Article 9 hereof.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or as set forth belowIndenture, result in the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Wholly-Owned Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or a Wholly-Owned Subsidiary Guarantor rights of creditors generally. (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. b) Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a “Subsidiary” of the Issuer or the sale of all or substantially all of its assetsassets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Issuer or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including SECTION 3.6)Restricted Subsidiary, such Subsidiary Guarantor shall will be released from all its obligations under this Indenture and its Guarantee if the sale or other disposition does not violate Section 3.5. (c) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee upon the release or discharge of such Subsidiary Guarantor from its guarantee of the other Indebtedness that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities pursuant to Section 3.11(b), except a discharge or release by or as a result of payment under such guarantee. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee if the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture. (e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, and such Subsidiary Guarantee shall will terminate; PROVIDED, HOWEVERupon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, that any such termination shall occur only in each case pursuant to the extent that all provisions of Article VIII hereof. (f) The release of any Subsidiary Guarantor from its obligations of pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor under delivering to the Senior Credit Agreement Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) or (e) of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Section 10.2 have been complied with.