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

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its 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 (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 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 Guarantee of the Securities and such Guarantee will terminate.

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

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this IndentureIndenture or as set forth below, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such 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 Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel complying with Section 13.4 and 13.5 hereof and addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), 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 this Indenture and its Subsidiary Guarantee and its Subsidiary Guarantee shall terminate; provided, however, that any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each The Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale 117 4 or disposition is otherwise in compliance with the Indenture (including Section 3.7), 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 its this Subsidiary Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each The Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of the Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with the Indenture (including SECTION 3.7), 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 Subsidiary 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 its Subsidiary Guarantee and this Subsidiary Guarantee shall terminate; PROVIDED, HOWEVER, that any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each The Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of the Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with the Indenture (including Section 3.7), 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 Subsidiary 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 its Subsidiary Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its this Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Guarantor under its this 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 Hanover or another Guarantor without limitation. Each Subject to Section 9.10 of the Participation Agreement, each Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company Hanover or another Guarantor (whether or not affiliated with the Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of Hanover, 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 this Guarantee pursuant to a supplemental guarantee in form and substance reasonably satisfactory to the Indenture Trustee, the Indenture and this Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) Hanover delivers to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Indenture Trustee with respect to the foregoing matters. Upon the sale or disposition of a 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 (whether or not an Affiliate of the Guarantor) which is not Hanover or a Restricted Subsidiary of Hanover (other than a Receivables Entity), providedwhich sale or disposition is otherwise in compliance with the Participation Agreement (including Sections 9.6, that upon any such consolidation9.8 and 9.10 thereof), 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 its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If a ; provided, however, that any such termination will occur only to the extent that all obligations of such Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any reasonother Indebtedness of Hanover or its Restricted Subsidiaries will also terminate upon such release, such sale or transfer. A Guarantor will be deemed released from all and relieved of its obligations under this Guarantee without any further action required on the Indenture and its Guarantee part of Hanover or such Guarantor upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Securities and such Guarantee will terminateIndenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign or state lawlaw and not otherwise be- ing void or voidable under any similar laws affecting the rights of creditors generally. Each (b) Any Note Guarantee of a Guarantor may consolidate with shall be automatically and unconditionally released and dis- charged upon: (1) a sale or merge into other disposition (including by way of consolidation, merger or sell its amalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets to of the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than to the Company or another Guarantor a Restricted Subsidiary and as otherwise permitted by this Indenture; (whether or not an Affiliate 2) the designation in accordance with this Indenture of the Guarantor), provided, that upon Guarantor as an Unrestricted Subsidiary or the occurrence of any such consolidation, merger or sale to event after which such the Guarantor is no longer a party, other than transactions in which Restricted Subsidiary; (3) defeasance or discharge of the Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered an Immaterial Subsidiary solely due to the Trustee, by opera- tion of clause (i) of the corporation formed by definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such consolidation, or into which clause; (5) 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 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 being released from all of (i) its obligations under all of its Guarantees of payment by the Indenture and its Guarantee Company of any Indebtedness of the Securities Company under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to the Section 3.7 hereof, the relevant Indebt- edness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee will terminate.is so reinstated, such Note Guarantee shall also be reinstated); or

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Existing Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its 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 an Issuer or another Guarantor without limitation. Each Guarantor may consolidate with or merge into 55 48 or sell all or substantially all its assets to a Person other than the Company Issuers or another Guarantor (whether or not affiliated with the Guarantor), except that if the surviving Person of any such merger or consolidation, or the Person to whom such sale is made, is a Subsidiary of either Issuer, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (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 a Subsidiary of either of the surviving corporationIssuers, which sale or disposition is otherwise in compliance with the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the TrusteeIndenture, 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 this Indenture and its Guarantee and such Guarantee will terminate; provided, however, that any such termination will occur only to the extent that all obligations of such Guarantor under the Existing Credit Agreement will also terminate upon such release, sale or transfer. If Upon the termination for any reason of all of the obligations of a Guarantor ceases to be a Bank under the Existing Credit Agreement Guarantor for any reason(including, without limitation, upon the agreement of the lenders thereunder or upon the replacement thereof with a credit facility not requiring such guarantees) and the delivery of each of the Issuers to the Trustee of an Officers' Certificate with respect to the foregoing matters, such Guarantor will be deemed released from all of its obligations under the this Indenture and its Guarantee of the Securities and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal or state applicable law. Each Subsidiary 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 (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 released 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 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 relieved of its obligations under its Subsidiary Guarantee in the Indenture and its Guarantee event that: there is a sale or other disposition of Capital Stock of such Subsidiary Guarantor or all or substantially all of the Securities assets of such Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation), following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the Company; such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the Indenture; there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.1 of the Indenture; or the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Subsidiary Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above. 1 Subject to review by Argentine counsel. provided that such transaction is carried out pursuant to, and such Guarantee will terminatein accordance with, the applicable provisions of the Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank any Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such 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 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), 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 corporationCompany or a Restricted Subsidiary of the Company (other than a Receivables Entity), the Obligations shall be expressly assumed by supplemental indenture executed which sale or disposition is otherwise in compliance with this Indenture (including Sections 3.7 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, provided3.10), such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the 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 Credit Facility and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under the this Indenture and its Subsidiary Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees Guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Guarantor under its this 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 Wholly-Owned Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership, trust, limited partnership, limited liability company or other similar entity other than the Company or another a Wholly-Owned Guarantor (whether or not affiliated with the Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), 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 this Indenture and its Note Guarantee and such Note Guarantee will shall terminate. If a ; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from and all of its obligations Guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture), result in the obligations of such the Subsidiary Guarantor under its the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each 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 Person corporation, partnership or trust other than the Company (whether or another 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) 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), 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 corporationCompany 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 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 Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its the Subsidiary Guarantee and such the Subsidiary Guarantee will terminate. If a ; PROVIDED, HOWEVER, that any such termination will occur only to the extent that all obligations of the Subsidiary Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from and all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company or its Restricted Subsidiaries will also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each The Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with the Indenture (including Section 3.7), 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 its this Subsidiary Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that 109 any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank First Lien Secured Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such 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 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), 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 corporationCompany or a Restricted Subsidiary of the Company, the Obligations shall be expressly assumed by supplemental indenture executed which sale or disposition is otherwise in compliance with this Indenture (including Sections 3.14 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, provided3.19), such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the 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 First Lien Secured Credit Facility and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under the this Indenture and its Subsidiary Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 84 76 Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), 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 Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If a ; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from and all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company will also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its 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 (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 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 Guarantee of the Securities Notes and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its 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 (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 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 Guarantee of the Securities and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenturethe Indenture or as set forth below, result in the obligations of such the Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each The Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of the Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with the Indenture (including Section 3.7), 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 its this Subsidiary Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that any such Guarantee will terminate. If a termination shall occur only to the extent that all obligations of the Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from under all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company shall also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank a Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such 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 Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.6), 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 Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If ; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under a Guarantor ceases to be a Bank Senior Credit Agreement Guarantor for and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any reasonother Indebtedness of the Company will also terminate upon such release, such sale or transfer. A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under the this Indenture and its Subsidiary Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities that can be hereby guaranteed by each Guarantor with-out rendering the Note Guarantee of such Guarantor voidable under applicable laws relating to fraudulent convey-ance, fraudulent transfer, improper corporate benefit, capital maintenance, fiduciary duties of management, financial assistance or similar laws affecting the rights of creditors generally. (including, without limitation, any guarantees under the Bank Credit Agreementb) and after giving effect to any collections from or payments made by or Any limitations on behalf of any other Guarantor in respect of the obligations of such other any Restricted Subsidiary that becomes a Guarantor under its Guarantee or after the Issue Date, which are necessary to avoid any of the scenarios contemplated in clause (a) of this Section 10.2, shall be set forth in the supplemental indenture hereto pursuant to its contribution obligations under which such Guarantor shall accede to this Indenture, result and such limitations shall for all purposes have the same effect as if set out in full in this Section 10.2. (c) Any Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally re-leased and discharged upon: (i) any sale or other disposition (including by way of consolidation, amalgamation or merger) of the obligations Capital Stock of such Subsidiary Guarantor under its Guarantee not constituting after which such Subsidiary Guaran-tor is no longer a fraudulent conveyance Restricted Subsidiary, or fraudulent transfer under federal any sale or state law. Each Guarantor may consolidate with other disposition of all or merge into or sell its substantially all the assets to of the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets Subsidiary Guarantor, to a Person other than to the Company Issuer or another Guarantor a Restricted Subsidi-ary, in each case, if such sale or other disposition is made in compliance with the provisions of this Indenture; (whether or not an Affiliate ii) the designation in accordance with this Indenture of the Guarantor), provided, that upon Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any such consolidation, merger or sale to event after which such the Subsidiary Guarantor is no longer a partyRestricted Subsidiary; (iii) defeasance or discharge of the Notes, other than transactions as provided in which Articles VIII or XI; (iv) such Subsidiary 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 being released from all its obligations under the Indenture and 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 (A) all of its obligations under all of its Guarantees of payment by the Indenture and Issuer of any Indebtedness of the Issuer under the Credit Agreement or (B) in the case of a Note Guarantee made by a Subsidiary Guarantor (each, an “Oth-er Guarantee”) as a result of its Guarantee of other Indebtedness of the Securities Issuer or a Guarantor pur-suant to Section 3.7, the relevant Indebtedness, except in the case of (A) or (B), a release as a re-xxxx of the repayment in full of the Indebtedness specified in clause (A) or (B) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such In-debtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee will terminate.is so reinstated, such Note Guarantee shall also be reinstated); or (v) (A) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such mer-ger, amalgamation or consolidation, or (B) the liquidation or dissolution of such Subsidiary Guar-antor following the transfer of all or substantially all of its assets to the Issuer or another Subsidi-ary Guarantor. SECTION 10.3

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such 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 Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel complying with Section 11.4 and 11.5 hereof and addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its 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), 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 corporationCompany or a Restricted Subsidiary of the Company (other than a Receivables Entity), the Obligations shall be expressly assumed by supplemental indenture executed which sale or disposition is otherwise in compliance with this Indenture (including Sections 3.6 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, provided3.9), such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If A Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee upon the release of a Guarantee by such Subsidiary Guarantor ceases to be a Bank under the Senior Credit Agreement; provided, however, that in the event that such Subsidiary Guarantor thereafter guarantees any Indebtedness of the Company under the Senior Credit Agreement (or if any released 70 Guarantee under the Senior Credit Agreement is reinstated or renewed), then such Subsidiary Guarantor for any reason, such will guarantee the Securities on the terms and conditions as set forth under this Indenture. A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under the this Indenture and its Subsidiary Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.