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

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Security Guarantor hereunder will with respect to the Securities of any series shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Security Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Security Guarantor in respect of the obligations of such other Note Security Guarantor under its Note Security Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Security Guarantor under its Note Security Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note If no Default or Event of Default has occurred and is continuing, a Security Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatSecurity Guarantee: (i) automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Company’s direct or indirect equity interests in the Security Guarantor; (ii) automatically upon the liquidation and dissolution of the Security Guarantor; (iii) following delivery of a written notice by the Company to the Trustee, upon the release of all guarantees or other obligations of the Security Guarantor with respect to the obligations of the Company or any of its Subsidiaries under the Senior Credit Facility; provided that if at any time following any release of a Security Guarantor from its guarantee of the Securities pursuant to this subsection (iii), the Security Guarantor again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any of the obligations of the Company or any of its Subsidiaries under the Senior Credit Facility, then the Company shall cause the Security Guarantor to again guarantee the Securities in accordance with this Indenture. (c) If there is a Legal Defeasance or a Covenant Defeasance, or if the Company satisfies its obligations under the Securities pursuant to Section 9.01, then all of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition Security Guarantors will be released and relieved of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)their obligations under their respective Security Guarantees.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) with respect to any Note Guarantor other than the Company, there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) with respect to any Note Guarantor other than the Company, such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (b) A Note whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and relieved its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full Securities and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note 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 Subsidiary Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note Subsidiary Guarantee by a Subsidiary Guarantor (other than Notes PropCo and Extended Term Loan PropCo) will be automatically and unconditionally released and relieved of its obligations under its Note Guarantee in the event thatdischarged: (i) there is a Legal Defeasance upon the sale, exchange, disposition or other transfer (including through merger or consolidation) of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Subsidiary Guarantor following which to a party that is not an Affiliate of the Issuer, if after such Note transaction, the Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) so long as such Note Guarantor transaction is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed permitted by such Additional Note Guarantorthis Indenture); or (vii) solely with respect to an Additional Note Guarantor, upon the occurrence Issuers’ exercise of their legal defeasance option or covenant defeasance option under Section 8.1(b) or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture. (c) The Notes PropCo Guarantee will be automatically and unconditionally released and discharged: (i) upon the sale, exchange, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock of Notes PropCo to a party that is not an Affiliate of the Issuer, if after such transaction, Notes PropCo is no longer a Subsidiary (so long as such transaction is permitted by this Indenture); or (ii) upon the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Section 8.1(b) or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture. (d) The Extended Term Loan PropCo Guarantee will be automatically and unconditionally released and discharged: (i) upon the sale, exchange, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock of Extended Term Loan PropCo to a party that is not an Affiliate of the Issuer, if after such transaction, Extended Term Loan PropCo is no longer a Subsidiary (so long as such transaction is permitted by this Indenture); or (ii) upon the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Section 8.1(b) or if the Issuers’ Obligations under this Indenture are discharged in accordance with the terms of this Indenture. (e) In the case of Section 10.2(b), the Issuers will 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 Partial Covenant Suspension Event or Covenant Suspension Event until Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture in accordance with the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) provisions of this Section 10.2(b)10.2 will not preclude the future application of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (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 (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person which is not the Company or a Restricted Subsidiary of the Company, such Subsidiary Guarantor 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) A Note Subsidiary Guarantor will be released and relieved of from its obligations under this Indenture and its Note Subsidiary Guarantee in if the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of Company designates such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ivd) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note GuarantorSubsidiary Guarantee will terminate, upon the occurrence of a Partial Covenant Suspension Event legal defeasance or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee covenant defeasance of the Notes by Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (e) Upon the liquidation or dissolution of such Additional Note Subsidiary Guarantor, provided that no Default or Event of Default has occurred and is continuing. (f) With respect to a Subsidiary Guarantor that is an Immaterial Subsidiary, such Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee upon the liquidation or dissolution of such Subsidiary Guarantor. (g) The release of any Subsidiary Guarantor from its obligations pursuant to this Section 10.2 shall be reinstated unless conditioned upon such Additional Note Subsidiary Guarantor would delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to such release have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreements) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note Upon the sale or disposition of a Subsidiary 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 assets (other than by lease) and whether or not such Subsidiary Guarantor is the surviving entity in such transaction, to a Person which is not the Parent Guarantor or a Restricted Subsidiary, such Subsidiary Guarantor will be released and relieved of from all its obligations under this Indenture and its Note Guarantee in if the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;does not violate Section 3.5. (iiic) [Reserved]. (d) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee if the Parent Guarantor designates such Note Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ive) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor Guarantee will terminate, upon any covenant defeasance of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or Notes. (Bf) at least 85% of the outstanding Indebtedness of the Issuer Each Guarantor will be deemed released from all its obligations under this Indenture and its Restricted Subsidiaries is not guaranteed by Guarantee, and such Additional Note Guarantor; orGuarantee will terminate, upon any legal defeasance or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (vg) solely with respect The release of any Guarantor from its obligations pursuant to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor this Section 10.2 shall be reinstated unless conditioned upon such Additional Note Guarantor would have been released at any time during delivering to the Partial Suspension Period or Trustee and the Suspension Period, as applicable, pursuant Collateral Agent an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to clause the transactions specified in clauses (ib), (iic), (iiid) (e), or (ivf) of this Section 10.2(b)10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) with respect to any Note Guarantee there is a Legal Defeasance of the Notes pursuant to Section 8.1 or Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an the Additional Note Guarantor, either (A) the Facilities Financing Agreement Indebtedness has been repaid in full and such the Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Financing Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an the Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) with respect to any Note Guarantee other than the Company there is a Legal Defeasance of the Notes pursuant to Section 8.1 or Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an any Additional Note Guarantor, either (A) the Facilities Financing Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Financing Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an any Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note 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 Parent Guarantor or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person which is not the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor, such Subsidiary Guarantor 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 and relieved of from its obligations under this Indenture and its Note Subsidiary Guarantee upon the release or discharge of such Subsidiary Guarantor from its guarantee of the other Indebtedness that resulted in the event that: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. (id) there is a Legal Defeasance of Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of Parent Guarantor designates such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ive) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note GuarantorSubsidiary Guarantee will terminate, upon the occurrence of a Partial Covenant Suspension Event legal defeasance or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee covenant defeasance of the Notes by Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (f) The Parent Guarantor will be released from its obligations under this Indenture and the Parent Guarantee, and such Additional Note 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. (g) The release of any Guarantor from its obligations pursuant to this Section 10.2 shall be reinstated unless conditioned upon such Additional Note Guarantor would have been released at any time during delivering to the Partial Suspension Period or Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the Suspension Period, as applicable, pursuant to clause transactions specified in clauses (ib), (iic), (iiid), (e) or (ivf) of this Section 10.2(b)10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Credit Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Credit Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note Subsidiary Guarantee by a Subsidiary Guarantor will 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 relieved of its obligations under its Note Guarantee in the event thatdischarged: (i) there is a Legal Defeasance upon any sale, exchange or transfer (by merger or otherwise) of the Notes pursuant Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Parent if such sale or disposition does not constitute an Asset Disposition or is made in compliance with Section 3.7 and Article VIIIIV hereof); (ii) there is a sale or other disposition of Capital Stock of if such Note Guarantor following which such Note Subsidiary Guarantor is no longer a direct dissolved or indirect Subsidiary liquidated in accordance with the provisions of the Issuerthis Indenture; (iii) the release or discharge of the guarantee by such Note 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 designated as an Unrestricted still a release, and if any such Indebtedness of such Subsidiary in accordance with Section 3.14Guarantor under such guarantee is so reinstated, such Guarantee shall also be reinstated); (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor upon exercise of the Indebtedness Incurred Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to refinance such Facilities Agreement Indebtedness or (B) at least 85% the provisions of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note GuarantorArticle VIII hereof; orand (v) solely if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with respect the other applicable provisions of this Indenture. (c) In the case of Section 10.2(b)(i) only, the Company or the Parent shall deliver to the Trustee an Additional Note GuarantorOfficer’s Certificate and an Opinion of Counsel, upon the occurrence each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (d) The release of a Partial Covenant Suspension Event or Covenant Suspension Event until Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture in accordance with the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) provisions of this Section 10.2(b)10.2 shall not preclude the future applications of Section 3.10 hereof to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatevent: (i1) there is a Legal Defeasance of the Notes pursuant to Article VIIIas described under Section 8.1; (ii2) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii3) such Note Guarantor is designated Designated as an Unrestricted Subsidiary in accordance with Section 3.143.12; (iv4) solely with respect to an Additional Note Guarantor, either (A) there is a sale or other disposition of all or substantially all of the Facilities Agreement Indebtedness has been repaid in full and such Additional assets of that Note Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a guarantor Restricted Subsidiary of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note GuarantorCompany; or (v5) solely with respect to an Additional such Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the 's guarantee of the Notes by Bank Credit Facility, and if the Bank Credit Facility is no longer outstanding, any other Indebtedness of the Company, is fully and unconditionally released, except that such Additional Note Guarantor shall subsequently be reinstated unless such Additional required to become a Note Guarantor would have been released by executing a supplemental indenture and providing the Trustee with an Officers' Certificate and Opinion of Counsel at such time as it guarantees the Bank Credit Facility, or if the Bank Credit Facility is no longer outstanding, any time during other Indebtedness of the Partial Suspension Period or Company. provided, that the Suspension Periodtransaction is carried out in accordance with any other applicable provisions of the Indenture. At the request of the Company, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)the Trustee shall execute and deliver an instrument evidencing such release.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Upon the sale, exchange, transfer or disposition of such Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person which is not Holdings or a Restricted Subsidiary, such Guarantor (other than Holdings) will be automatically released from all its obligations under this Indenture and its 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 Guarantor pursuant to the 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, (y) all the obligations of such Guarantor under all Debt Facilities and related documentation and any other agreements relating to any other Indebtedness of Holdings or its Restricted Subsidiaries terminate upon consummation of such transaction, and (z) the Company or such 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 Holdings) 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 relieved of its obligations under its Note Guarantee in the event thatdischarged, upon: (i1) there is a Legal Defeasance the release or discharge of such Guarantor from its guarantees of Indebtedness of Holdings and the Guarantor 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 Article VIIIthis 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; (ii2) there the proper designation of any Restricted Subsidiary that is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note GuarantorSubsidiary; or (v3) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event Company exercising its legal defeasance option or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, covenant defeasance option as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period described in Section 8.1 or the Suspension Period, as applicable, pursuant to clause Company’s obligations under this Indenture being discharged in accordance with Article XII. (i), (ii), (iiic) or (iv) of this The Note Guarantee provided by Holdings will be released upon a Permitted Restructuring in compliance with Section 10.2(b)4.2.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person which is not the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor, such Subsidiary Guarantor 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 and relieved of from its obligations under this Indenture and its Note Subsidiary Guarantee upon the release or discharge of such Subsidiary Guarantor from its guarantee of the other Indebtedness that resulted in the event that: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. (id) there is a Legal Defeasance of Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of Parent Guarantor designates such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ive) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note GuarantorSubsidiary Guarantee will terminate, upon the occurrence of a Partial Covenant Suspension Event legal defeasance or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee covenant defeasance of the Notes by Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof. (f) The Parent Guarantor will be released from its obligations under this Indenture and the Parent Guarantee, and such Additional Note 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. (g) The release of any Guarantor from its obligations pursuant to this Section 10.2 shall be reinstated unless conditioned upon such Additional Note Guarantor would have been released at any time during delivering to the Partial Suspension Period or Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the Suspension Period, as applicable, pursuant to clause transactions specified in clauses (ib), (iic), (iiid), (e) or (ivf) of this Section 10.2(b)10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the 2017 Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such 2017 Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreements) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note 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 assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person which is not the Issuer or a Restricted Subsidiary, such Subsidiary Guarantor will be released and relieved of from all its obligations under this Indenture and its Note Guarantee in if the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock 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 Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary from its guarantee of the Issuer;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. (iiid) Each Subsidiary Guarantor will be released from its obligations under this Indenture and its Guarantee if the Issuer designates such Note Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ive) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note GuarantorGuarantee will terminate, upon the occurrence of a Partial Covenant Suspension Event legal defeasance or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee covenant defeasance of the Notes by such Additional Note 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 reinstated unless conditioned upon such Additional Note Subsidiary Guarantor would have been released at any time during delivering to the Partial Suspension Period or Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the Suspension Period, as applicable, pursuant to clause transactions specified in clauses (ib), (iic), (iiid) or (ive) of this Section 10.2(b)10.2 have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note In addition, the Company will not permit any Subsidiary Guarantor to consolidate or merge with or into (other than another Subsidiary Guarantor) and will not permit the sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of the properties or assets of any Subsidiary Guarantor unless: (a) the Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary 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 United States, any state thereof or the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Subsidiary Guarantor pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (c) immediately before and, on a pro forma basis, immediately after giving effect to such transaction no Default or Event of Default exists; and (d) the Company shall have delivered to the Trustee an Officers' Certificate that items (a) to (c) have been satisfied and, in the event such Subsidiary Guarantor or the Person formed by or surviving any such consolidation or merger has assets with a book value in excess of $250,000, a legal opinion with respect to the matters set forth in clauses (a) and (b) above; or (2) the transaction is made in compliance with the conditions described in 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 which is not the Company or a Subsidiary Guarantor, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and relieved related documentation terminate upon consummation of such transaction. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Note Subsidiary Guarantee in and the event that:Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the legal defeasance or covenant defeasance of the Securities pursuant to the provisions of Article VIII hereof. (id) there is a Legal Defeasance of Each Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of Registration Rights Agreement if the Company designates such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of designation complies with the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) other applicable provisions of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, but not limited to, Guarantor Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Subject to Article IV and Section 3.8, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.8 and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor), except that if the surviving Person of any such merger or consolidation is a Subsidiary of the Company, such 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 supplemental 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 covenants under Article III are violated; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Issuers deliver 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 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, without limitation, Sections 3.5, 3.8 and 3.11), such Subsidiary Guarantor will be deemed released from all its Subsidiary Guarantor obligations under all of its pledge of assets or other security interests which secure other indebtedness of the company will also terminate; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and any other agreements relating to any other Indebtedness of the Company 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 and its Note Subsidiary Guarantee in without any further action required on the event that: (i) there is a Legal Defeasance part of the Notes pursuant to Article VIII; (ii) there is a sale Company or other disposition of Capital Stock such Subsidiary Guarantor upon the designation of such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) terms of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal 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. (b) A Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture will be released and relieved of its obligations under its Note Guarantee in the event thatdischarged: (i) there upon the sale, exchange, disposition or other transfer (including through merger or consolidation) of (A) the Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Legal Defeasance Restricted Subsidiary, or (B) all or substantially all the assets of the Notes pursuant to Article VIIIsuch Guarantor if such sale, exchange, disposition or other transfer does not violate this Indenture; (ii) there is a sale or other disposition of Capital Stock of if the LLC Co-Issuer designates such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.143.4, Section 3.13 and the definition of “Unrestricted Subsidiary;” (iii) if such Guarantor ceases to be a guarantor of any Indebtedness under the Senior Credit Agreement, the ABL Credit Agreement and any capital markets Indebtedness of the LLC Co-Issuer or any Guarantor with an aggregate principal amount equal to or greater than $50.0 million; or (iv) solely 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 respect to an Additional Note Guarantor, either the terms of this Indenture. (Ac) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note If any Guarantor is not 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), the Issuers will 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. (e) The release of a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Guarantor from its Guarantee and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely obligations under this Indenture in accordance with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) provisions of this Section 10.2(b)10.2 will not preclude the future applications of Section 3.11 to such Person.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, without limitation, its guarantee of any 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 Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note 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 assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction) to a Person which is not the Issuer or a Restricted Subsidiary, such Subsidiary Guarantor will be automatically released and relieved of from all its obligations under this Indenture and its Note Guarantee in if the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note does not violate Section 3.5. (c) Each Subsidiary Guarantor following which such Note will be automatically released from its obligations under this Indenture and its Guarantee upon the Subsidiary Guarantor is no longer a direct or indirect Subsidiary ceasing to guarantee any the other Indebtedness of the Issuer;Issuer or any other Subsidiary Guarantor. (iiid) Each Subsidiary Guarantor will be automatically released from its obligations under this Indenture and its Guarantee if the Issuer designates such Note Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance and such designation complies with Section 3.14;the other applicable provisions of this Indenture. (ive) solely with respect to an Additional Note GuarantorEach Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Guarantee, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note GuarantorGuarantee will terminate, upon the occurrence of a Partial Covenant Suspension Event legal defeasance or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee covenant defeasance of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Periodupon satisfaction and discharge of this Indenture, as applicable, in each case pursuant to clause the provisions of Article VIII hereof. (if) 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), (iic), (iiid) or (ive) of this Section 10.2(b)10.2 have been complied with, the Trustee shall executed appropriate documentation evidencing such release.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law, or law of the jurisdiction of incorporation or formation of such Note Guarantor, to the limitations set out in Section 10.5 and Section 10.6extent applicable to such Note Guarantor’s Note Guarantee (collectively, the obligations “Applicable Provisions”). To effectuate the foregoing Applicable Provisions, the Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations Obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawany Applicable Provisions. (b) A Note Guarantor will be released and relieved of its obligations Obligations under its Note Guarantee in the event that: (i1) there is a Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article VIIIas set forth under Section 8.1 or the discharge of the Company’s Obligations in accordance with the terms of this Indenture; (ii2) (A) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;Company or (B) in the case of a Note Guarantor whose assets and operations are not material to the Company and its Restricted Subsidiaries taken as a whole, upon or immediately prior to the commencement of liquidation or dissolution proceedings of such Note Guarantor, so long as its assets are to be distributed to the Company and its Restricted Subsidiaries pursuant to such proceedings; or (iii3) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely 3.19; provided that the transaction is carried out in accordance with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) all other applicable provisions of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law, or law of the jurisdiction of incorporation or formation of such Note Guarantor, to the limitations set out in Section 10.5 and Section 10.6extent applicable to such Note Guarantor’s Note Guarantee (collectively, the obligations “Applicable Provisions”). To effectuate the foregoing Applicable Provisions, the Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations Obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawany Applicable Provisions. (b) The Limited Guarantee of the Limited Guarantor will be limited if (and only if) required by an application of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) in force from time to time regulating the purpose of a company’s business, prohibited loans and guarantees and distribution of assets (including profits/dividends) (assuming that all steps open to such Limited Guarantor and all its shareholders to authorize its obligations under this Guarantee have been taken) and it is understood that the liability of such Limited Guarantor under this Guarantee only applies to the extent permitted by the Swedish Companies Act referred to herein above. (c) A Note Guarantor will be released and relieved of its obligations Obligations under its Note Guarantee in the event that: (i1) there is a Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article VIIIas set forth under Section 8.1 or the discharge of the Company’s Obligations in accordance with the terms of this Indenture; (ii2) (A) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;Company or (B) in the case of a Note Guarantor whose assets and operations are not material to the Company and its Restricted Subsidiaries taken as a whole, upon or immediately prior to the commencement of liquidation or dissolution proceedings of such Note Guarantor, so long as its assets are to be distributed to the Company and its Restricted Subsidiaries pursuant to such proceedings; or (iii3) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor3.19; or (v4) solely with the release or discharge of such Note Guarantor from its Guarantee, or its obligations as a co-borrower or to grant Liens under, any Bank Credit Facility, as the case may be (including by reason of the termination thereof unless such Note Guarantor provides a Guarantee or Lien or becomes a co-borrower in respect of a replacement or refinancing Bank Credit Facility); provided that if such Note Guarantor has Incurred any Indebtedness or issued any Preferred Stock under Section 3.8(a) or Section 3.8(b)(8) (to an Additional the extent it is Refinancing Indebtedness in respect of Indebtedness originally Incurred under Section 3.8(a) or Section 3.8(b)(1)) or Section 3.8(b)(18) in reliance on its status as a Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall has been released or discharged from such Indebtedness or Preferred Stock or it is otherwise permitted to be reinstated unless such Additional Incurred by a Restricted Subsidiary that is not a Note Guarantor would have been released at any time during under such covenant provided that the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) transaction is carried out in accordance with all other applicable provisions of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (b) A Note whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and relieved its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law, or law of the jurisdiction of incorporation or formation of such Note Guarantor, to the limitations set out in Section 10.5 and Section 10.6extent applicable to such Note Guarantor’s Note Guarantee (collectively, the obligations “Applicable Provisions”). To effectuate the foregoing Applicable Provisions, the Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations Obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawany Applicable Provisions. (b) A Note Guarantor will be released and relieved of its obligations Obligations under its Note Guarantee in the event that: (i1) there is a Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article VIIIas set forth under Section 8.1 or the discharge of the Company’s Obligations in accordance with the terms of this Indenture; (ii2) (A) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;Company or (B) in the case of a Note Guarantor whose assets and operations are not material to the Company and its Restricted Subsidiaries taken as a whole, upon or immediately prior to the commencement of liquidation or dissolution proceedings of such Note Guarantor, so long as its assets are to be distributed to the Company and its Restricted Subsidiaries pursuant to such proceedings; or (iii3) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor3.19; or (v4) solely with the release or discharge of such Note Guarantor from its Guarantee, or its obligations as a co-borrower or to grant Liens under, any Bank Credit Facility, as the case may be (including by reason of the termination thereof unless such Note Guarantor provides a Guarantee or Lien or becomes a co-borrower in respect of a concurrent replacement or refinancing Bank Credit Facility); provided that if such Note Guarantor has Incurred any Indebtedness or issued any Preferred Stock under Section 3.8(a) or Section 3.8(b)(8) (to an Additional the extent it is Refinancing Indebtedness in respect of Indebtedness originally Incurred under Section 3.8(a) or Section 3.8(b)(1)) or Section 3.8(b)(18) in reliance on its status as a Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall has been released or discharged from such Indebtedness or Preferred Stock or it is otherwise permitted to be reinstated unless such Additional Incurred by a Restricted Subsidiary that is not a Note Guarantor would have been released at any time during under such covenant provided that the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) transaction is carried out in accordance with all other applicable provisions of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) with respect to any Note Guarantor other than the Company, there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) with respect to any Note Guarantor other than the Company, such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Credit Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Credit Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, but not limited to, Senior Indebtedness of a Subsidiary Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Subject to Article IV and Section 3.7, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Issuer or another Subsidiary Guarantor without limitation. Subject to Section 3.7 and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person other than the Issuer or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor), except that if the surviving Person of any such merger or consolidation is a Subsidiary of the Issuer, such 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 supplemental 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 covenants under Article III are violated; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Issuer deliver 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 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 Issuer or a Restricted Subsidiary of the Issuer, which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4 and 3.7 ), such Subsidiary Guarantor will be deemed released from its Subsidiary Guarantee and the related obligations set forth in the indenture; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure other Indebtedness of the Issuer or any other Restricted Subsidiary will also terminate upon such sale or other disposition; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and any other agreements relating to any other Indebtedness of the Issuer 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 and its Note Subsidiary Guarantee in without any further action required on the event that: (i) there is a Legal Defeasance part of the Notes pursuant to Article VIII; (ii) there is a sale Issuer or other disposition of Capital Stock such Subsidiary Guarantor upon the designation of such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) terms of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) with respect to any Note Guarantor other than the Company, there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) with respect to any Note Guarantor other than the Company, such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an the Additional Note Guarantor, either (A) the Facilities Financing Agreement Indebtedness has been repaid in full and such the Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Financing Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an the Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A If no Default or Event of Default has occurred and is continuing, a Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatand this Supplemental Indenture: (i) there automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate of the Company, of all of the Company’s direct or indirect equity interests in the Note Guarantor; (ii) automatically upon the liquidation and dissolution of the Note Guarantor; (iii) following delivery of a Legal Defeasance written notice by the Company to the Trustee, upon the release of all guarantees or other obligations of the Note Guarantor with respect to the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility; provided that if at any time following any release of a Note Guarantor from its guarantee of the Notes pursuant to Article VIII; this subsection (ii) there is a sale or other disposition of Capital Stock of such iii), the Note Guarantor following which such again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any of the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility, then the Company shall cause the Note Guarantor is no longer a direct or indirect Subsidiary of to again guarantee the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary Notes in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) this Indenture. For purposes of this Section 10.2(b).Supplemental Indenture, “

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (b) A Note whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and relieved its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full Securities and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Credit Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Credit Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject Any term or provision of this Third Supplemental Indenture to the limitations set out in Section 10.5 and Section 10.6contrary notwithstanding, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee guarantee or pursuant to its contribution obligations under this Third Supplemental Indenture, result in the obligations of such Note Guarantor under its Note Guarantee guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state lawprovincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note Any Guarantor will be released and relieved of discharged automatically and unconditionally from all its obligations under this Third Supplemental Indenture and its Note Guarantee in guarantee and will cease to be a Guarantor, without any further action required on the event thatpart of the Trustee or any Holder: (i) there is a Legal Defeasance if the Company exercises its legal defeasance or its covenant defeasance options with respect to the Notes or if its obligations under the Indenture are discharged in accordance with the terms of the Notes pursuant to Article VIIIIndenture; (ii) there if no Event of Default has occurred and is a sale then continuing, upon the liquidation or other disposition of Capital Stock dissolution of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;Guarantor; and (iii) upon the release or discharge of such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14;Guarantor’s obligations under the Revolving Credit Agreement and the 2024 and 2026 Term Loan Agreement. (ivc) solely with respect Upon delivery by the Company to the Trustee of an Additional Note Guarantor, either (A) Officer’s Certificate and an Opinion of Counsel to the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor effect that any of the Indebtedness Incurred conditions described above has occurred, the Trustee shall, at the Company’s expense, execute any supplemental indenture or other documents reasonably requested by the Company in order to refinance such Facilities Agreement Indebtedness or (B) at least 85% of evidence the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence release of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the Guarantor from its obligations under its guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of and this Section 10.2(b)Third Supplemental Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject Each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law, or law of the jurisdiction of incorporation or formation of such Note Guarantor, to the limitations set out in Section 10.5 and Section 10.6extent applicable to such Note Guarantor’s Note Guarantee (collectively, the obligations “Applicable Provisions”). To effectuate the foregoing Applicable Provisions, the Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations Obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawany Applicable Provisions. (b) A Note Guarantor will be released and relieved of its obligations Obligations under its Note Guarantee in the event that: (i1) there is a Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article VIII;as set forth under Section 8.1 or the discharge of the Company’s Obligations in accordance with the terms of this Indenture; (ii2) (A) there is a sale or other disposition of Capital Stock of such Note Guarantor or a direct or indirect holding company of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer;Company or (B) in the case of a Note Guarantor whose assets and operations are not material to the Company and its Restricted Subsidiaries taken as a whole, upon or immediately prior to the commencement of liquidation or dissolution proceedings of such Note Guarantor, so long as its assets are to be distributed to the Company and its Restricted Subsidiaries pursuant to such proceedings; (iii3) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14;3.19; or (iv4) solely with the Company has notified the Trustee in writing of the release or discharge of such Note Guarantor from its Guarantee, or its obligations as a co-borrower or to grant Liens under, any Bank Credit Facility, as the case may be (including by reason of the termination thereof unless such Note Guarantor provides a Guarantee or Lien or becomes a co-borrower in respect of a replacement or refinancing Bank Credit Facility) following any such discharge or release; provided that if such Note Guarantor has Incurred any Indebtedness or issued any Preferred Stock under Section 3.8(a) or Section 3.8(b)(8) (to an Additional the extent it is Refinancing Indebtedness in respect of Indebtedness originally Incurred under Section 3.8(a) or Section 3.8(b)(1)) or Section 3.8(b)(18) in reliance on its status as a Note Guarantor, either (A) the Facilities Agreement Indebtedness such Note Guarantor has been repaid in full and released or discharged from such Additional Note Guarantor Indebtedness or Preferred Stock or it is otherwise permitted to be Incurred by a Restricted Subsidiary that is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless under such Additional Note Guarantor would have been released at any time during covenant; provided that the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) transaction is carried out in accordance with all other applicable provisions of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note 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 Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note 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 Subsidiary Guarantor without limitation. 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 or trust other than the Company or another Subsidiary Guarantor (bwhether 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 merger, consolidation or sale shall not be permitted unless (i) A Note 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 supplemental 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 (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 (other than a Receivables Entity), which sale or disposition is otherwise in compliance with this Indenture (including SECTIONS 3.6 and 3.9), such Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; PROVIDED, HOWEVER, that any such termination will occur only to the extent that 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 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 Note Subsidiary Guarantee in without any further action required on the event that: (i) there is a Legal Defeasance part of the Notes pursuant to Article VIII; (ii) there is a sale Company or other disposition of Capital Stock such Subsidiary Guarantor upon the designation of such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) terms of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A If no Default or Event of Default has occurred and is continuing, a Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatGuarantee: (i) automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Company’s direct or indirect equity interests in the Note Guarantor; (ii) automatically upon the liquidation and dissolution of the Note Guarantor; (iii) following delivery of a written notice by the Company to the Trustee, upon the release of all guarantees or other obligations of the Note Guarantor with respect to the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility; provided that if at any time following any release of a Note Guarantor from its guarantee of the Notes pursuant to this subsection (iii), the Note Guarantor again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any of the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility, then the Company shall cause the Note Guarantor to again guarantee the Notes in accordance with this Indenture. (c) If there is a Legal Defeasance of or a Covenant Defeasance, or if the Company satisfies its Obligations under the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary Section 8.7, then all of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Guarantors will be released and relieved of their obligations under their respective Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Guarantees.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the New Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such New Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section ‎Section 10.5 and Section ‎Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article ‎Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section ‎Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Credit Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Credit Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section ‎ ‎Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A If no Default or Event of Default has occurred and is continuing, a Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatGuarantee: (i) automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate of the Company, of all of the Company’s direct or indirect equity interests in the Note Guarantor; (ii) automatically upon the liquidation and dissolution of the Note Guarantor; (iii) following delivery of a written notice by the Company to the Trustee, upon the release of all guarantees or other obligations of the Note Guarantor with respect to the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility; provided that if at any time following any release of a Note Guarantor from its guarantee of the Notes pursuant to this subsection (iii), the Note Guarantor again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any of the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility, then the Company shall cause the Note Guarantor to again guarantee the Notes in accordance with this Indenture. (c) If there is a Legal Defeasance of or a Covenant Defeasance, or if the Company satisfies its Obligations under the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary Section 8.7, then all of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Guarantors will be released and relieved of their obligations under their respective Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Guarantees.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Additional Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Note Additional Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Additional Guarantor in respect of the obligations of such other Note Additional Guarantor under its Note Additional Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such Note Additional Guarantor under its Note Additional Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note If no Default or Event of Default has occurred and is continuing, an Additional Guarantor will be released and relieved of its obligations under its Note Additional Guarantee in the event thatand this Supplemental Indenture: (i) there automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate of the Company, of all of the Company’s direct or indirect equity interests in the Additional Guarantor; (ii) automatically upon the liquidation and dissolution of the Additional Guarantor; (iii) following delivery of a Legal Defeasance written notice by the Company to the Trustee, upon the release of all guarantees or other obligations of the Additional Guarantor with respect to the obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility; provided that if at any time following any release of an Additional Guarantor from its guarantee of the Notes pursuant to Article VIII; this subsection (ii) there is iii), the Additional Guarantor again guarantees, becomes a sale co-obligor with respect to or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a otherwise provides direct or indirect Subsidiary credit support for any of the Issuer; (iii) such Note obligations of the Company or any of its Subsidiaries under the Revolving Credit Facility, then the Company shall cause the Additional Guarantor is designated as an Unrestricted Subsidiary to again guarantee the Notes in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) this Indenture. For the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) purposes of this Section 10.2(b).Supplemental Indenture, “

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note the Additional 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 Note the Additional Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal or state applicable law. (b) A Note The Additional Subsidiary Guarantor will shall be released and relieved of its obligations under its Note Subsidiary Guarantee (except with respect to Obligations that by their terms survive) in the event that: (i) there is a Legal Defeasance or a Covenant Defeasance of the Notes pursuant to Article VIIIthe Indenture; (ii) there is a sale or other disposition (including through a consolidation or merger) of Capital Stock of such Note the Additional Subsidiary Guarantor following which such Note the Additional Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) there is a sale of all or substantially all of the assets of the Additional Subsidiary Guarantor (including by way of merger, stock purchase, asset sale or otherwise) to a Person that is not (either before or after giving effect to such Note transaction) the Company or a Subsidiary Guarantor; (iv) the Additional Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note GuarantorIndenture; or (v) solely with respect to an in the case that the Additional Note GuarantorSubsidiary Guarantor is not a Significant Subsidiary, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of Additional Subsidiary Guarantor shall become prevented from guaranteeing the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period local law or the Suspension Periodacquisition of minority interests therein by any minority shareholders; provided, as applicablein each case, such transactions are carried out pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)and in accordance with all applicable covenants and provisions thereof.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) there is a Legal Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the 2017 Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such 2017 Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an the Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such the Additional Note Guarantor shall be reinstated unless such the Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event thatevent: (i1) there is a Legal Defeasance of the Notes pursuant to Article VIIIas described in Section 8.1; (ii2) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii3) there is any sale or other disposition of all or substantially all of the assets of such Note Guarantor to a third party, other than the Company or an Affiliate of the Company (including by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture and such Note Guarantor is no longer a Material Domestic Subsidiary after giving effect thereto; (4) there is a merger or dissolution of such Note Guarantor into the Company or another Note Guarantor; or (5) in the event such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect 3.13; provided, that the transaction pursuant to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional which a Note Guarantor is not a guarantor released and relieved of its obligations under its Note Guarantee is carried out pursuant to and in accordance with any other applicable provisions of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note 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 Note the Subsidiary Guarantor and after giving effect to (including, without limitation, any collections from or payments made by or on behalf of any other Note Guarantor in respect of guarantees under the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this IndentureSenior Credit Agreement), result in the obligations of such Note the Subsidiary Guarantor under its Note the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company without limitation. Subject to Article IV and Article V, the Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company (bwhether 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 merger, consolidation or sale shall not be permitted unless (i) A Note the Person formed by or surviving any such consolidation or merger assumes all the obligations of the Subsidiary Guarantor under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Notes, 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 the Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Restricted Subsidiary of the Company (other than a Receivables Subsidiary), which sale or disposition is otherwise in compliance with this Indenture (including Section 4.14 hereof), the Subsidiary Guarantor will be deemed released and relieved of from all its obligations under its Note this Indenture and the Subsidiary Guarantee in and the event that: (i) there is a Legal Defeasance Subsidiary Guarantee will terminate; PROVIDED, HOWEVER, that any such termination will occur only to the extent that all obligations of the Notes pursuant to Article VIII; (ii) there is a sale Subsidiary Guarantor under the Senior Credit Agreement and all of its guarantees of, and under all of its pledges of assets or other disposition of Capital Stock of such Note Guarantor following security interests which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantorsecure, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding any other Indebtedness of the Issuer and Company or its Restricted Subsidiaries is not guaranteed by will also terminate upon such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantorrelease, upon the occurrence of a Partial Covenant Suspension Event sale or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)transfer.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note the Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note the Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such Note the Guarantor under its Note this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Subject to Article III and Article IV of the Indenture, the Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity), which sale or disposition is otherwise in compliance with the Indenture (including, without limitation, Sections 3.4, 3.7 and 3.10), the Guarantor will be deemed released from all its obligations under this Indenture and its Notes Guarantee and such Notes Guarantee will terminate; provided, however, that any such termination will occur only to the extent that all obligations of the 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 or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. (c) The Guarantor will be deemed released from all its obligations under the Indenture, this 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 of the Indenture. (d) The Guarantor will be deemed released and relieved of its obligations under its Note the Indenture and this Notes Guarantee in without any further action required on the event that: (i) there is a Legal Defeasance part of the Notes pursuant to Article VIII; (ii) there is a sale Company or other disposition of Capital Stock of such Note the Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary upon the designation of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor terms of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Subsidiary Guarantor (including, but not limited to, Guarantor Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Note Subsidiary Guarantor in respect of the obligations of such other Note Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law. (b) A Note Subject to Section 3.8 and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company or another Subsidiary Guarantor without limitation. Subject to Section 3.8 and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor), except that if the surviving Person of any such merger or consolidation is a Subsidiary of the Company, such 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 supplemental 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 covenants under Article III are violated; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company deliver 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 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, without limitation, Sections 3.4, 3.8 and 3.11), such Subsidiary Guarantor will be deemed released from all its Subsidiary Guarantor obligations under all of its pledge of assets or other security interests which secure other indebtedness of the company will also terminate; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and any other agreements relating to any other Indebtedness of the Company 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 and its Note Subsidiary Guarantee in without any further action required on the event that: (i) there is a Legal Defeasance part of the Notes pursuant to Article VIII; (ii) there is a sale Company or other disposition of Capital Stock such Subsidiary Guarantor upon the designation of such Note Subsidiary Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) terms of this Section 10.2(b)Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor (including, without limitation, any guarantees under the Senior Credit Agreement and the 2000 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Note In the 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 assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity), such Subsidiary Guarantor will be released and relieved of from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8; and (2) all the obligations of such Subsidiary Guarantor under the Credit Facility 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 Guarantor will be deemed released from all its obligations under this Indenture, its Note Guarantee in and the event that: (i) there is a Legal Defeasance Registration Rights Agreement and such Note Guarantee will terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII;VIII hereof. (iid) there is a sale or other disposition Any Subsidiary Guarantor will be deemed released from all of Capital Stock of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Note Guarantor following which Subsidiary Guarantee will terminate in the event that such Note Subsidiary Guarantor is no longer a direct or indirect designated an Unrestricted Subsidiary of the Issuer; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary Company in accordance with Section 3.14; (iv) solely with respect to an Additional Note Guarantor, either (A) the Facilities Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor terms of the Indebtedness Incurred to refinance such Facilities Agreement Indebtedness or (B) at least 85% Indenture by the Company's Board of the outstanding Indebtedness of the Issuer and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicable, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).Directors

Limitation on Liability; Termination, Release and Discharge. (a) Subject to the limitations set out in Section 10.5 and Section 10.6, the The obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its obligations under its Note Guarantee in the event that: (i) with respect to any Note Guarantee other than the Company there is a Legal Defeasance of the Notes pursuant to Section 8.1 or Article VIII; (ii) there is a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Subsidiary of the IssuerCompany; (iii) such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.14; (iv) solely with respect to an any Additional Note Guarantor, either (A) the Facilities Financing Agreement Indebtedness has been repaid in full and such Additional Note Guarantor is not a guarantor of the Indebtedness Incurred to refinance such Facilities Financing Agreement Indebtedness or (B) at least 85% of the outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries is not guaranteed by such Additional Note Guarantor; or (v) solely with respect to an any Additional Note Guarantor, upon the occurrence of a Partial Covenant Suspension Event or Covenant Suspension Event until the occurrence of a Partial Covenant Reversion Date or a Reversion Date, as applicablerespectively, at which time the guarantee of the Notes by such Additional Note Guarantor shall be reinstated unless such Additional Note Guarantor would have been released at any time during the Partial Suspension Period or the Suspension Period, as applicable, pursuant to clause (i), (ii), (iii) or (iv) of this Section 10.2(b).