Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently If, in compliance with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition the terms and provisions of the property Loan Documents, (i) subsequent to the Closing Date, any Subsidiary Guarantor (A) is or becomes an Excluded Subsidiary or (B) ceases to constitute a Restricted Subsidiary (including as a result of a Guarantor as an entirety the sale or transfer of Equity Interests of such Subsidiary Guarantor) or (ii) all or substantially as all of the Property of any Subsidiary Guarantor is sold or otherwise transferred (in any event such that after giving effect to such Disposition on a Pro Forma Basis such Subsidiary Guarantor is an entiretyImmaterial Subsidiary) to a Person or Persons (other than any Loan Party) (any such Subsidiary Guarantor described in clause (i) or (ii), a “Transferred Guarantor”), then, (x) in the case of clause (i)(A), such Transferred Guarantor may at the election of Borrower and (y) in the case of clauses (i)(B) and (ii), such Transferred Guarantor shall, in each case as permitted by Section 13.3 hereofcase, be immediately and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 11.03) and interest the other Loan Documents and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of the sale or transfer of Equity Interests that resulted in such Subsidiary Guarantor becoming a Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be immediately and automatically released, and so long as Borrower shall have previously provided the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (including Additional Sums at its sole expense) to effect each release described in this Section 7.09 in accordance with the relevant provisions herein and Additional Amountsof the other Loan Documents. Notwithstanding anything herein to the contrary, if any(x) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereofForeign Parent I Guarantee Release Trigger Date, the Guarantors Foreign Parent I shall be released from all of their obligations under their Guaranties endorsed on the Securities immediately and under this Indenture, automatically (and without any further action on the part of the Trustee any Company or any Holder of Securities. Secured Party) released from its obligations under this Agreement and the other Loan Documents, and the Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (cat its sole expense) Upon to effect such release and (y) on the sale or other disposition Foreign Parent II Guarantee Release Trigger Date, Foreign Parent II shall be immediately and automatically (including by way of merger or consolidation) and without any further action on the part of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer Company or any Affiliate of the Note IssuerSecured Party) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all its obligations under this Agreement and the other Loan Documents, and the Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (at its Guaranties endorsed on the Securities and under this Indenturesole expense) to effect such release.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Guarantor are sold or merger otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor or any saleExcluded Subsidiary shall, upon the consummation of such sale or transfer, assignmentor in the case of an Excluded Subsidiary, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery request by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationBorrower, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a the Transferred Guarantor or Excluded Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certificates or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligation (in each case other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid in full in cash, this Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the Company, the Note Issuer or any Affiliate terms of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureAgreement.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property assets of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof13.4 hereof in accordance with the other provisions of this Indenture (including, without limitation, Sections 10.9, 10.11 and 10.14) and as a result of which such Guarantor ceases to be a Subsidiary of the Company, upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Officer's Certificate to the effect that such consolidation, merger, sale or conveyance was made in accordance with Section 13.4 and the other provisions hereof and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereoftransaction is permitted by this Indenture (which opinion may be subject to customary assumptions and limitations), the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this IndentureArticle XIII. Any Guarantor not released from 109 its obligations under its Guaranty endorsed on the Securities and under this Indenture Article XIII shall remain liable for the full amount of principal of (and premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle XIII. (b) Concurrently with the defeasance of the Securities under Section 4.3 Except as provided by clause (a) hereof, upon the Guarantors shall be released from all consummation of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. transaction (c) Upon the whether involving a sale or other disposition (of securities, a merger, or otherwise, including by way of merger or consolidationany Asset Sale) of whereby any Guarantor or ceases to be a Subsidiary and which transaction is otherwise in compliance with the sale, conveyance, transfer, assignment, lease or other disposition provisions of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Guaranty endorsed on the Securities and under this IndentureArticle XIII without need for any further act or the execution or delivery of any document.

Release of Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (ai) Concurrently such Guarantor ceases to be a Subsidiary in compliance with any the applicable provisions of this Indenture, (ii) the Securities are defeased and discharged pursuant to Section 1502 or (iii) all or substantially all of the assets of such Guarantor or all of the Capital Stock of such Guarantor are sold (including by issuance, merger, consolidation or merger of a Guarantor otherwise) by the Company or any saleSubsidiary in a transaction complying with the requirements of this Indenture, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entiretythen, in each case as permitted by Section 13.3 hereofof (i), and (ii) or (iii), upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the effect that release of such consolidationGuarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, merger, sale, transfer, assignment, conveyance such Guarantor or the Person acquiring such assets (in the event of a sale or other disposition was made in accordance with Section 13.3 hereofof all or substantially all of the assets or Capital Stock of such Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty Subsidiary Guarantee endorsed on the Securities of a series and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Thirteen. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently If, in compliance with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor as becomes an entirety or substantially as an entiretyExcluded Subsidiary, in each case as permitted by Section 13.3 hereofsuch Transferred Guarantor shall, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release consummation of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a Guarantor guarantor in respect of the Senior Notes, the ABL Credit Agreement (in each case other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the Companyapplicable L/C Issuer has been put in place), this Agreement, the Note Issuer other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Affiliate Collateral owned by such Guarantor in accordance with the relevant provisions of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureCollateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any consolidation Subsidiary Guarantor are issued, sold or merger transferred such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with Section 13.3 hereofthe Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Trustee Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, or (d) a Qualified Parent Borrower IPO shall execute any documents reasonably required occur, then, such Transferred Guarantor (in order to acknowledge the release case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), or Holdings (in the case of clause (d)), shall, upon the consummation of such Guarantor from its obligations under its Guaranty endorsed on issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the Securities and under this Indenture. Any Guarantor not completion of the Qualified Parent Borrower IPO, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party and its Guaranty endorsed on obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Securities Collateral Agent shall take such actions as are within its powers to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents and under this Indenture shall remain liable for the full amount of principal of (premiumIntercreditor Agreement; provided that such Guarantor is also released from its obligations, if any) , under the Term Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and interest (including Additional Sums and Additional Amounts, if any) other Material Indebtedness guaranteed by such Person on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturesame terms. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not automatically be released from its obligations under hereunder (and its Loan Guaranty endorsed on shall be automatically released) (i) upon the Securities and under this Indenture shall remain liable for the full amount consummation of principal any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations or becomes an Excluded Subsidiary as a result of a Guarantor under its Guaranty endorsed on single transaction or series of related transactions permitted hereunder) and/or (ii) upon the Securities and under this Indenture. occurrence of the Termination Date, (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors any Subsidiary Guarantor that qualified as an “Excluded Subsidiary” shall be released from all of their obligations under their Guaranties endorsed on by the Securities Administrative Agent promptly following the request therefor by the Borrower and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon any Lighthouse Common Equity Holder who executed a Limited Recourse Pledge Agreement shall be automatically released from its obligations thereunder if such Person ceases to own any Lighthouse Common Equity Interest. In connection with any such release, the sale Administrative Agent shall promptly execute and deliver to the relevant Loan Party or other disposition (including by way Lighthouse Common Equity Holder, at such Person’s expense, all documents that such Person shall reasonably request to evidence termination or release; provided, that upon the request of merger or consolidation) the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any Guarantor document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor Administrative Agent (in each case other than as to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant Administrative Agent’s authority to Section 10.13 hereof, execute and deliver such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturedocuments).

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 8.2 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any salesuch Subsidiary Guarantor, transferand any Subsidiary Guarantor referred to in clause (i), assignmenta “Transferred Guarantor”), leasesuch Transferred Guarantor shall, conveyance upon the consummation of such sale or transfer or other disposition of the property of a Guarantor as an entirety or substantially as an entiretytransaction, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a Guarantor (in each case other than the Transferred Guarantor, the pledge of such Equity Interests to the CompanyCollateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Note Issuer Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the 2021 Unsecured Notes, the 2025 Unsecured Notes or any Affiliate Permitted Refinancing of any of the Note Issuer) foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the applicable Issuing Bank have been made), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under terms of this IndentureAgreement.

Release of Guarantors. (a) Concurrently with any consolidation or merger The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any sale, transfer, assignment, lease, conveyance document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the property Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; or (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon Unrestricted Subsidiary. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition transaction was made in accordance with Section 13.3 the provisions hereof, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle XIII. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. The Note Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following: (ai) Concurrently with any consolidation or merger in the case of a Subsidiary Guarantor or only, any sale, transfer, assignment, lease, conveyance exchange or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery transfer by the Company or any Restricted Subsidiary, to any Person that is not an Affiliate of the Note Issuer Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Subsidiary Guarantor, which sale, exchange or transfer is made in accordance with the terms of this Indenture; provided that if the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such Restricted Subsidiary must deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.10; (ii) the occurrence of the Fall-Away Event, but only if such Subsidiary Guarantor or Affiliate Guarantor, as the case may be, (x) is released from all of its guarantees of the Company’s obligations (other than as a result of payment under any such guarantee) and (y) is not otherwise, in the case of a Subsidiary Guarantor, an obligor under the Credit Agreement or, in the case of an Affiliate Guarantor, a guarantor under the Credit Agreement; (iii) in the case of a Subsidiary Guarantor only, the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; (iv) in the case of an Affiliate Guarantor (other than Mosaic) only, any sale, exchange or transfer by Mosaic or any Subsidiary of Mosaic, to any Person that is not an Affiliate of Mosaic of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Affiliate Guarantor; or (v) in the case of Affiliate Guarantors, in connection with a Change of Control (of the type set forth in clause (1), (3) or (4) of the definition thereof), on the Change of Control Payment Date, provided that such Change of Control and the related Change of Control Offer are conducted in compliance with this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably required requested by the Company or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Note Guarantee endorsed on the Securities Notes and under this IndentureArticle Ten.” SECTION 6.3. Any Mosaic, Mosaic Fertilizer, LLC and Mosaic Crop Nutrition, LLC Guarantees. (a) Each of Mosaic, Mosaic Fertilizer, LLC and Mosaic Crop Nutrition, LLC hereby agree to become subject to the terms of the Indenture as an Affiliate Guarantor not released from and to further evidence its obligations under its Guaranty endorsed on Note Guarantee, each such Affiliate Guarantor shall execute and deliver to the Securities and under this Trustee in accordance with Section 10.02 of the Indenture shall remain liable for a notation of such Note Guarantee, substantially in the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on form included in Exhibit G to the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Original Indenture. (b) Concurrently with The respective obligations of each of Mosaic, Mosaic Fertilizer, LLC and Mosaic Crop Nutrition, LLC under its Note Guarantee shall be governed in all respects by the defeasance terms of the Securities under Section 4.3 hereofIndenture and shall constitute a Note Guarantee thereunder. Each of Mosaic, the Guarantors Mosaic Fertilizer, LLC and Mosaic Crop Nutrition, LLC shall be released from all of their obligations under their Guaranties endorsed on bound by the Securities and under this Indenture, without any action on the part terms of the Trustee or any Holder of SecuritiesIndenture as they relate to Note Guarantees. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (ai) Concurrently such Guarantor ceases to be a Subsidiary in compliance with any the applicable provisions of this Indenture, (ii) the Securities are defeased and discharged pursuant to Section 1502 or (iii) all or substantially all of the assets of such Guarantor or all of the Capital Stock of such Guarantor are sold (including by issuance, merger, consolidation or merger of a Guarantor otherwise) by the Company or any saleSubsidiary in a transaction complying with the requirements of this Indenture, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entiretythen, in each case as permitted by Section 13.3 hereofof (i), and (ii) or (iii), upon delivery by the Company or the Note Issuer to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the effect that release of such consolidationGuarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, merger, sale, transfer, assignment, conveyance such Guarantor or the Person acquiring such assets (in the event of a sale or other disposition was made in accordance with Section 13.3 hereofof all or substantially all of the assets or Capital Stock of such Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty Subsidiary Guarantee endorsed on the Securities of a series and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Thirteen. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (a) Concurrently an Subsidiary Guarantor does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Subsidiary Guarantor or all of the capital stock of such Subsidiary Guarantor is sold (including by issuance, merger, consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery otherwise) by the Company or the Note Issuer to the Trustee any of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationits Subsidiaries, merger, sale, transfer, assignment, conveyance or other disposition was made then in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal each case of (premiuma), if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any above, such Subsidiary Guarantor or the sale, conveyance, transfer, assignment, lease corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or capital stock of a Guarantor (such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in each case other than to respect of the Indenture and this Subsidiary Guarantee of the Note, and promptly upon the request of the Company and at the expense of the Company, the Note Issuer or any Affiliate Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all such liabilities and obligations under its Guaranties endorsed and shall, if applicable, certify to the Company that such Subsidiary Guarantor has no liabilities or obligations resulting from a demand on the Securities and under this Indenturesuch Subsidiary Guarantor’s Guarantee.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any salesuch Subsidiary Guarantor, transferand any Subsidiary Guarantor referred to in clause (i), assignmenta “Transferred Guarantor”), leasesuch Transferred Guarantor shall, conveyance upon the consummation of such sale or transfer or other disposition of the property of a Guarantor as an entirety or substantially as an entiretytransaction, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a Guarantor (in each case other than the Transferred Guarantor, the pledge of such Equity Interests to the CompanyCollateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Note Issuer Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the 2021 Unsecured Notes, the 2025 Unsecured Notes, the 2027 Unsecured Notes or any Affiliate Permitted Refinancing of any of the Note Issuer) foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the applicable Issuing Bank have been made), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under terms of this IndentureAgreement.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof15.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof15.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle Thirteen. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under 95 104 this Indenture Article 15 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof15.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof15.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 15 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15 and the surviving entity in such transaction or the entity to which such Subsidiary Guarantor is conveyed shall not (unless such transaction otherwise results in the sale, transfer or disposition of the properties and assets of the Company substantially as an entirety) be required to assume the obligations of such Subsidiary Guarantor.

Release of Guarantors. (a) Concurrently If in compliance with the terms and provisions of this Agreement, any consolidation Guarantor ceases to constitute a Subsidiary or merger of a Guarantor all or any sale, transfer, assignment, lease, conveyance or other disposition substantially all of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release assets of such Guarantor from its obligations under its Guaranty endorsed on are sold, exchanged, disposed or otherwise transferred (including through merger, consolidation, liquidation or dissolution), then such Guarantor shall, in the Securities and under this Indenture. Any Guarantor not discretion of the Borrower upon notice in writing to the Administrative Agent, automatically be released from its obligations under this Agreement or any other Loan Document, including its Guaranty endorsed on the Securities Guarantee set forth in this Article XI, and under this Indenture thereafter such Person shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of no longer constitute a Guarantor under its Guaranty endorsed on the Securities and under this IndentureAgreement or any other Loan Documents. (b) Concurrently In the event that (A) a Ratings Event has occurred (or shall, substantially concurrently with the defeasance release of any Guarantee hereunder, occur) and (B) any Guarantor ceases to (or shall, substantially concurrently with the release of its Guarantee hereunder, cease to) guarantee any Indebtedness described under clause (a) of the Securities under Section 4.3 hereofdefinition thereof of the Borrower in aggregate outstanding principal amount equal to or greater than the Threshold Amount, then such Guarantor shall, in the Guarantors shall discretion of the Borrower upon notice in writing to the Administrative Agent, be automatically released from all of their its obligations under their Guaranties endorsed on the Securities this Agreement and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Indenture, without any action on the part of the Trustee Agreement or any Holder of Securitiesother Loan Document. (c) Upon If at any time the sale aggregate principal amount of Funded Indebtedness (without duplication) issued, borrowed or guaranteed by the Guarantors (collectively) (other disposition than any Funded Indebtedness represented by Guarantees of the Funded Indebtedness hereunder, guarantees of Specified Indebtedness or guarantees of Funded Indebtedness of third parties) constitutes (or, as a result of or after giving pro forma effect to any event or circumstance occurring or arising substantially concurrently with a contemplated release under any clause of this Section 11.06, will constitute) no more than 20.0% of the aggregate principal amount of Funded Indebtedness for borrowed money of the Borrower and its subsidiaries (other than any Funded Indebtedness for borrowed money represented by guarantees of Funded Indebtedness of third parties), on a consolidated basis as of such time, then the Guarantors shall, in the discretion of the Borrower upon notice in writing to the Administrative Agent, be automatically released from their obligations under this Agreement and each other Loan Document, including by way of merger their Guarantees set forth in this Article XI, and thereafter such Persons shall no longer constitute Guarantors under this Agreement or consolidationany other Loan Document. (d) of If at any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of time a Guarantor (is released from its obligations under the Existing Notes, except a discharge or release by or as a result of payment in each case other than connection with the enforcement of remedies under such obligations, then such Guarantor shall, in the discretion of the Borrower upon notice in writing to the CompanyAdministrative Agent, the Note Issuer be automatically released from its obligations under this Agreement and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Agreement or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indentureother Loan Document.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any consolidation Subsidiary Guarantor are issued, sold or merger transferred such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, or (d) a Qualified Canadian Borrower IPO shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), or Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), shall (subject to satisfying the conditions set forth in Section 13.3 2.24, in the case of Aleris Belgium), upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the completion of the Qualified Canadian Borrower IPO, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party and, except with respect to Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) in the case of clause (d) above, its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are within its powers to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Term Loan Documents, the Trustee Senior Note Documents, the Additional Senior Secured Indebtedness Documents, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness, and other Material Indebtedness guaranteed by such Person on the same terms; provided, further, that if such Guarantor is also a Borrower, such Guarantor shall execute not be released from any documents obligations hereunder or under any other Loan Document unless (1) it either (x) repays all Loans and other Obligations of such Borrower owing by it (the “Amounts Owing”) or (y) assign the outstanding Amounts Owing from such Borrower to another Borrower in the jurisdiction of organization of such Borrower pursuant to documentation reasonably required satisfactory to the Administrative Agent, (2) no Default or Event of Default exists at the time of such release, (3) the representations and warranties of each Loan Party in order to acknowledge the Loan Documents shall be true and correct in all material respects as of the date of the release of such Guarantor from (it being understood and agreed that any representation or warranty which by its obligations under its Guaranty endorsed terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and any representation or warranty qualified by materiality shall be true and correct in all respects), (4) both immediately before and immediately after giving effect to such release, (x) the Availability Conditions shall have been satisfied, and (y) the Funding Conditions, the LC Conditions and the Swingline Conditions shall have been satisfied, and (5) the Administrative Borrower shall have delivered an updated Borrowing Base Certificate to the Administrative Agent based on the Securities and under Borrowing Base Certificate most recently delivered pursuant to this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed Agreement, demonstrating the effect on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance Borrowing Base of the Securities under Section 4.3 hereofremoval of the Eligible Accounts and Eligible Inventory owned by the Borrower, and the updated Borrowing Base Certificate shall include an updated list of Borrowers reflecting the removal of such Borrower (clauses (1) through (5), the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities“Borrower Release Conditions”). (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) Concurrently with any consolidation Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a Guarantor single transaction or any sale, transfer, assignment, lease, conveyance series of related transactions permitted hereunder or other disposition (ii) upon the occurrence of the property Termination Date, (b) any Subsidiary Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Guarantor Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as an entirety or substantially as an entiretysuch shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction; provided, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such any Subsidiary Guarantor from its obligations under its the Loan Guaranty endorsed on the Securities and under this Indenture. Any if such Subsidiary Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance becomes an Excluded Subsidiary of the Securities under Section 4.3 hereoftype described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Guarantors shall be released from all Borrower is deemed to have made a new Investment in such Person for purposes of their obligations under their Guaranties endorsed on Section 6.06 (as if such Person were then newly acquired) in an amount equal to the Securities and under this Indenture, without any action on the part portion of the Trustee or any Holder fair market value of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the net assets of a Guarantor (in each case other than such Person attributable to the Company, Borrower’s equity interest therein as estimated by the Note Issuer or any Affiliate of the Note Issuer) Borrower in good faith and such Investment is permitted pursuant to Section 10.13 hereof6.06 (other than Section 6.06(f)) at such time. In connection with any such release, the Administrative Agent shall, subject to receipt of an officer’s certificate from the Borrower certifying that such Guarantor transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall 117 EXECUTION 127 automatically reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be released from all obligations under its Guaranties endorsed on without recourse to or warranty by the Securities and under this IndentureAdministrative Agent.

Release of Guarantors. If on any date subsequent to the Closing Date, (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition (i) all of the property Subordinated Debt is rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or if either such entity ceases to rate the Subordinated Debt for reasons outside of the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower as a Guarantor replacement agency) or (ii) the Borrower’s non-credit enhanced senior unsecured debt is rated Baa2 or better by Xxxxx’x and BBB or better by S&P (or if either such entity ceases to rate the Borrower’s non-credit enhanced senior unsecured debt for reasons outside of the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower as an entirety a replacement agency) and (b) no Default or substantially as an entiretyEvent of Default shall have occurred and be continuing before and after giving effect thereto, then (i) the Guaranty of each Subsidiary hereunder will be released if, upon such release, the Guarantees under the documentation governing all other Indebtedness of the Borrower would be concurrently released; provided that (1) in the event that all such Guarantees of other Indebtedness of the Borrower are not concurrently released then each case as permitted Subsidiary whose Guarantee of other Indebtedness of the Borrower was not concurrently released will Guarantee the Obligations on the terms and conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 13.3 hereof7.08 and (2) in the event that any Subsidiary thereafter Guarantees any other Indebtedness of the Borrower (or if any released Guarantee under any of the documentation governing any other Indebtedness of the Borrower is reinstated or renewed), then, such Subsidiary will Guarantee the Obligations on the terms and conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08 and (ii) no Subsidiary thereafter acquired or created will be required to provide a Guaranty hereunder unless such Subsidiary Guarantees any other Indebtedness of the Borrower. Notwithstanding the foregoing, if the ratings assigned to (i)(A) any of the Subordinated Debt by any such rating agency should be or subsequently decline to below Baa3 or BBB-, respectively and (B) the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, or (ii) if the Borrower shall no longer be able to obtain ratings with respect to its Subordinated Debt, due to repayment of the Subordinated Debt or otherwise, the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, then the Subsidiaries (other than those Subsidiaries excused pursuant to Section 7.08(b)) will Guarantee the Obligations on the terms and conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08(a), and upon delivery by from that date forward, the Company or “Guaranty Release Date” shall be deemed not to have occurred until the Note Issuer to conditions set forth in clauses (a) and (b) above are satisfied once again. The Guaranty of Holdings will be released at such time as Holdings is merged with and into the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Borrower in accordance with the terms of Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture8.04(c). (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Note Guaranty shall be automatically released) (a) Concurrently with upon the consummation of any consolidation permitted transaction or merger series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a Guarantor single transaction or any saleseries of related transactions permitted hereunder; provided, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such any Subsidiary Guarantor from its obligations under the Note Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default has occurred and is continuing or would result therefrom immediately after giving effect to such transaction, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the applicable Issuer is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to such Issuer’s equity interest therein as reasonably estimated by the applicable Issuer and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time, (iii) such Subsidiary is or becomes an Excluded Subsidiary for a bona fide legitimate business purpose of the Issuer and its Guaranty endorsed Restricted Subsidiaries and not for the primary purpose of causing such Subsidiary to be released as a Subsidiary Guarantor and/or evading the Collateral and Guarantee Requirement, (iv) such release constitutes an incurrence of Indebtedness and Liens (without duplication of amounts already utilized under baskets available to such Subsidiary after giving pro forma effect to such release), to the extent of any Indebtedness owed by such Subsidiary or Liens on the Securities assets or properties of such Subsidiary, and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on an Investment made in such Released Subsidiary in an amount equal to the Securities and under this Indenture shall remain liable for fair market value of the full aggregate amount of principal Investments made by the remaining Note Parties in such subsidiary during the time that such subsidiary was a Guarantor (net of (premium, if any) and interest all returns (including Additional Sums repayments of principal and Additional Amountspayments of interest) from such Investments and profits, if anydividends and distributions (whether in cash, Cash Equivalents or property (up to the fair market value thereof)) on received by the Securities remaining Note Parties from such subsidiary during the time that such subsidiary was a Guarantor), (v) such Investment, Indebtedness and for Liens are permitted at such time and (vi) a Responsible Officer of the other obligations of a Guarantor under its Guaranty endorsed on applicable Issuer certifies to the Securities and under this Indenture. Administrative Agent compliance with preceding clauses (i) through (v)) and/or (b) Concurrently upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Note Party, at such Note Party’s expense, all documents that such Note Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Issuer shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the defeasance terms of this Agreement. Any execution and delivery of documents pursuant to the Securities under preceding sentence of this Section 4.3 hereof, the Guarantors 9.22 shall be released from all of their obligations under their Guaranties endorsed on without recourse to or warranty by the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. Administrative Agent (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than as to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant Administrative Agent’s authority to Section 10.13 hereof, execute and deliver such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturedocuments).

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof15.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof15.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 15 shall remain liable for the full amount of principal of (of, premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the agreement defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of In the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by event that the Company or the Note Issuer Borrower delivers to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationAdministrative Agent, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof6.12(i) of the Credit Agreement, a certificate stating that (i) the Trustee aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to Sections 6.12(h) and 6.12(i) of the Credit Agreement is equal to or less than the Subsidiary Debt Basket Amount, and (ii) no Default or Event of Default has occurred and is continuing, each Guarantor (other than any Subsidiary of Holdings that owns a Collateral Rig) shall execute be released from this Guaranty automatically and without further action, and this Guaranty shall, as to each such Guarantor, terminate and have no further force or effect; provided that, to the extent any documents reasonably required such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor shall only be released from this Guaranty if such Guarantor is released from its guarantee of the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously. (b) In the event that (i) any Guarantor (other than any Subsidiary of Holdings that owns a Collateral Rig) ceases to be a Subsidiary of Holdings as a result of a transaction not prohibited under the Credit Documents or (ii) any Guarantor (other than any Subsidiary of Holdings that owns a Collateral Rig) ceases to own a Collateral Rig in order to acknowledge connection with a transaction not prohibited under the release Credit Documents and the proceeds of such transaction are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall, in accordance with the requirements of Section 9.8 of the Credit Agreement and upon consummation of such transaction, be released from its this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a transaction for the purposes of this Section 22(b)); provided that, to the extent any such Guarantor also guarantees the obligations of TINC under its Guaranty endorsed on the Securities and under this Indenture. Any Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor not shall only be released from its obligations under this Guaranty if such Guarantor is released from its Guaranty endorsed on guarantee of the Securities and obligations of TINC under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest Existing Credit Agreement (including Additional Sums and Additional Amountsany extension, if anyrenewal or refinancing thereof) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturesubstantially simultaneously. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any consolidation Subsidiary Guarantor are issued, sold or merger transferred such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, or (d) a Qualified Canadian Borrower IPO shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), or Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), shall (subject to satisfying the conditions set forth in Section 13.3 2.24, in the case of Aleris Belgium), upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the completion of the Qualified Canadian Borrower IPO, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party and, except with respect to Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) in the case of clause (d) above, its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are within its powers to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Term Loan Documents, the Trustee Senior Note Documents, the Additional Senior Secured Indebtedness Documents, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness, and other Material Indebtedness guaranteed by such Person on the same terms; provided, further, that if such Guarantor is also a Borrower, such Guarantor shall execute not be released from any documents obligations hereunder or under any other Loan Document unless (1) it either (x) repays all Loans and other Obligations of such Borrower owing by it (the “Amounts Owing”) or (y) assign the outstanding Amounts Owing from such Borrower to another Borrower in the jurisdiction of organization of such Borrower pursuant to documentation reasonably required satisfactory to the Administrative Agent, (2) no Default or Event of Default exists at the time of such release, (3) the representations and warranties of each Loan Party in order to acknowledge the Loan Documents shall be true and correct in all material respects as of the date of the release of such Guarantor from (it being understood and agreed that any representation or warranty which by its obligations under its Guaranty endorsed terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and any representation or warranty qualified by materiality shall be true and correct in all respects), (4) both immediately before and immediately after giving effect to such 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW release, (x) the Availability Conditions shall have been satisfied, and (y) the Funding Conditions, the LC Conditions and the Swingline Conditions shall have been satisfied, and (5) the Administrative Borrower shall have delivered an updated Borrowing Base Certificate to the Administrative Agent based on the Securities and under Borrowing Base Certificate most recently delivered pursuant to this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed Agreement, demonstrating the effect on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance Borrowing Base of the Securities under Section 4.3 hereofremoval of the Eligible Accounts and Eligible Inventory owned by the Borrower, and the updated Borrowing Base Certificate shall include an updated list of Borrowers reflecting the removal of such Borrower (clauses (1) through (5), the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities“Borrower Release Conditions”). (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or any sale, transfer, assignment, lease, conveyance transfer or other disposition of the property of a Guarantor as an entirety or substantially as an entiretytransaction, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a Guarantor the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. Subject to the immediately preceding paragraph of this Section 11.09, the Guarantees made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (in each case other than (i) contingent indemnification obligations as to the Company, the Note Issuer or any Affiliate of the Note Issuerwhich no claim has been asserted and (ii) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities Treasury Services Agreements or obligations under Secured Hedge Agreements) hereunder which is accrued and under this Indenturepayable shall remain unpaid or unsatisfied.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not automatically be released from its obligations under hereunder (and its Loan Guaranty endorsed on shall be automatically released) (i) upon the Securities and under this Indenture shall remain liable for consummation of any permitted transaction or series of related transactions or the full amount occurrence of principal of (premium, any other permitted event or circumstance if any) and interest as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including Additional Sums and Additional Amounts, if anyby merger or dissolution) on the Securities and for the other obligations or becomes an Excluded Subsidiary as a result of a Guarantor under its Guaranty endorsed on single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the Securities and under this Indenture. occurrence of the Termination Date, (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors any Subsidiary Guarantor that qualifies as an “Excluded Subsidiary” shall be released from all of their its obligations under their Guaranties endorsed on hereunder (and its Loan Guaranty shall be automatically released) by the Securities and under this Indenture, without any action on Administrative Agent promptly following the part of request therefor by the Trustee or any Holder of Securities. Borrower and/or (c) Upon the sale Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction, as applicable. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or other disposition (including by way of merger or consolidation) release. Any execution and delivery of any Guarantor document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor Administrative Agent (in each case other than as to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant Administrative Agent’s authority to Section 10.13 hereof, execute and deliver such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturedocuments).

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of In the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by event that the Company or the Note Issuer Borrower delivers to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationAdministrative Agent, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof6.12(i) of the Credit Agreement, a certificate stating that (i) the Trustee aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to Sections 6.12(h) and 6.12(i) of the Credit Agreement is equal to or less than the Subsidiary Debt Basket Amount, and (ii) no Default or Event of Default has occurred and is continuing, each Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) shall execute be released from this Guaranty automatically and without further action, and this Guaranty shall, as to each such Guarantor, terminate and have no further force or effect; provided that, to the extent any documents reasonably required such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor shall only be released from this Guaranty if such Guarantor is released from its guarantee of the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously. (b) In the event that (i) any Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) ceases to be a Subsidiary of Holdings as a result of a transaction not prohibited under the Credit Documents or (ii) any Guarantor (other than Holdings or TINC or any Subsidiary of Holdings that owns a Collateral Rig) ceases to own a Collateral Rig in order to acknowledge connection with a transaction not prohibited under the release Credit Documents and the proceeds of such transaction are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall, in accordance with the requirements of Section 9.8 of the Credit Agreement and upon consummation of such transaction, be released from its this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a transaction for the purposes of this Section 21(b)); provided that, to the extent any such Guarantor also guarantees the obligations of TINC under its Guaranty endorsed on the Securities and under this Indenture. Any Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor not shall only be released from its obligations under this Guaranty if such Guarantor is released from its Guaranty endorsed on guarantee of the Securities and obligations of TINC under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest Existing Credit Agreement (including Additional Sums and Additional Amountsany extension, if anyrenewal or refinancing thereof) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturesubstantially simultaneously. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof16.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof16.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 16 shall remain liable for the full amount of principal of (of, premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the agreement defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. (d) The Subsidiary Guarantors shall be released from all of their obligations under the Subsidiary Guarantees endorsed on the Securities of any series and under this Section 16 upon the occurrence of such other event or events as may be established with respect to such series in accordance with Section 3.1.

Release of Guarantors. Notwithstanding Section 10.10(b) hereof, upon the sale or disposition (aincluding by merger or stock purchase) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially (as an entirety) to an entity which is not and is not required to become a Guarantor, the designation of a Subsidiary as an Unrestricted Subsidiary, or the liquidation or dissolution of a Guarantor, which transaction is otherwise in each case as permitted by compliance with this Indenture (including, without limitation, Section 13.3 hereof4.13), such Guarantor will be deemed released from its Obligations under its Guarantee of the Notes and the Collateral Agreements; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Company's Indebtedness or any Indebtedness of any other of its Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of its Subsidiaries. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel Officer's Certificate, to the effect that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition or that such designation or that such liquidation or dissolution was made by the Company in accordance with Section 13.3 hereofthe provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of any such Guarantor from its obligations under its Guaranty endorsed on Guarantee and any Liens in favor of the Securities and under this IndentureNotes. Any Except as provided in Section 10.10(a) hereof, any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Guarantee shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.11 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor under may elect, at its Guaranty endorsed on sole discretion, by written notice to the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereofTrustee, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of to become a Guarantor (in each case other than to the Company, the Note Issuer which election may be conditional or any Affiliate for a limited period of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturetime).

Release of Guarantors. No Guarantor shall consolidate or merge with or into (awhether or not such Guarantor is the surviving Person) Concurrently with another Person unless (i) subject to the provisions of this Section 4.16 and certain other provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's guarantee, on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a PRO FORMA basis, no Default or Event of Default shall have occurred or be continuing, or unless such Guarantor is consolidating or merging with or into or selling its assets to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company. Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor of all of its assets to an entity which is not a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property designation of a Guarantor as to become an entirety or substantially as an entiretyUnrestricted Subsidiary, which transaction is otherwise in each case as permitted by Section 13.3 hereofcompliance with this Indenture (including, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereofwithout limitation, the Trustee shall execute any documents reasonably required in order to acknowledge the release provisions of Section 4.08 and 5.01 hereof), such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not will be deemed released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance Guarantee of the Securities under Section 4.3 hereofNotes; PROVIDED, however, that any such termination shall occur only in the Guarantors shall be event that the Guarantor is released from all of their its obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesCredit Agreement. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof16.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof16.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 16 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture.Article 16 (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof15.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof15.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 15 shall remain liable for the full amount of principal of (of, premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the agreement defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (d) The Guarantors shall be released from all of their obligations under the Senior Guarantees endorsed on the Securities of any series and under this Section 15 upon the occurrence of such other event or events as may be established with respect to such series in accordance with Section 3.1.

Release of Guarantors. The Note Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following: (aA) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance exchange or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery transfer by the Company or any Restricted Subsidiary, to any Person that is not an Affiliate of the Note Issuer Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the terms of this Indenture; provided that if the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such Restricted Subsidiary must deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.10; (B) the occurrence of the Fall-Away Event, but only if such Restricted Subsidiary (x) is released from all of its guarantees of the Company's obligations, including its Credit Agreement Guarantee (other than as a result of payment under any such guarantee) and (y) is not otherwise an obligor under the Credit Agreement; or (C) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably required requested by the Company or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Note Guarantee endorsed on the Securities Notes and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.Article X.

Release of Guarantors. Upon the occurrence of any of the following events: (a) Concurrently with any consolidation the sale or merger disposition (whether by merger, stock purchase, asset sale or otherwise) of all of the Capital Stock or other Equity Interests of a Guarantor or all of or substantially all of its assets, in either case, to an entity which is not a Guarantor (in compliance with the terms hereof); (b) the designation of a Restricted Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.08 hereof); or (c) the release of a Guarantor from its obligations under any saleCredit Agreement by the lenders thereunder; then such Guarantor (or, transferif clause (a) of this paragraph applies, assignmentthe corporation acquiring such property) shall be released from and relieved of its obligations under its Subsidiary Guarantee or Section 10.03 hereof as the case may be; provided that in the event of an Asset Sale, lease, conveyance the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.08 hereof; and provided further that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any indebtedness of the property Company or any other Subsidiary of a Guarantor as an entirety the Company shall also terminate upon such release, sale or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon transfer. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Officer's Certificate and an Opinion of Counsel Counsel, and to the effect that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 13.3 4.08 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of any such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this IndentureSubsidiary Guarantee. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Subsidiary Guarantee shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of a any Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under Indenture as provided in this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.Article X.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each -108- 117 case as permitted by Section 13.3 hereof16.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof16.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 16 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property assets of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof13.4 hereof in accordance with the other provisions of this Indenture (including, without limitation, Sections 10.9, 10.11 and 10.14) and as a result of which such Guarantor ceases to be a Subsidiary of the Company, upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Officer's Certificate to the effect that such consolidation, merger, sale or conveyance was made in accordance with Section 13.4 and the other provisions hereof and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereoftransaction is permitted by this Indenture (which opinion may be subject to customary assumptions and limita- -109- 119 tions), the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this IndentureArticle XIII. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Article XIII shall remain liable for the full amount of principal of (and premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle XIII. (b) Concurrently with the defeasance of the Securities under Section 4.3 Except as provided by clause (a) hereof, upon the Guarantors shall be released from all consummation of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. transaction (c) Upon the whether involving a sale or other disposition (of securities, a merger, or otherwise, including by way of merger or consolidationany Asset Sale) of whereby any Guarantor or ceases to be a Subsidiary and which transaction is otherwise in compliance with the sale, conveyance, transfer, assignment, lease or other disposition provisions of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Guaranty endorsed on the Securities and under this IndentureArticle XIII without need for any further act or the execution or delivery of any document.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any salesuch Subsidiary Guarantor, transferand any Subsidiary Guarantor referred to in clause (i), assignmenta “Transferred Guarantor”), leasesuch Transferred Guarantor shall, conveyance upon the consummation of such sale or transfer or other disposition of the property of a Guarantor as an entirety or substantially as an entiretytransaction, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a Guarantor (in each case other than the Transferred Guarantor, the pledge of such Equity Interests to the CompanyCollateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Note Issuer Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any 202 Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the 2021 Unsecured Notes, the 2025 Unsecured Notes, the 2027 Unsecured Notes or any Affiliate Permitted Refinancing of any of the Note Issuer) foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the applicable Issuing Bank have been made), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under terms of this IndentureAgreement.

Release of Guarantors. (a) Concurrently with any consolidation consolidation, amalgamation or merger of a Guarantor or any saleconveyance, transfer, assignment, lease, conveyance transfer or other disposition lease of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 14.03 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that such consolidation, amalgamation, merger, saleconveyance, transfer, assignment, conveyance transfer or other disposition lease was made in accordance with Section 13.3 13.03 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities and under this IndentureArticle XIV. Any Guarantor not released from its obligations under its Guaranty Guarantee endorsed on the Securities and under this Indenture Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities of a series as to which it is a Guarantor and for the other obligations of a Guarantor under its Guaranty Guarantee endorsed on the such Securities and under this IndentureArticle XIV. (b) Concurrently with the defeasance of the Securities under Section 4.3 13.02 hereof, the Guarantors shall be released from all of their obligations under their Guaranties Guarantees endorsed on the Securities and under this IndentureArticle XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidationotherwise) of any Guarantor by the Company or any Restricted Subsidiary of the sale, conveyance, transfer, assignment, lease Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofCompany and which is otherwise in compliance with the terms of this Indenture and the terms of the Securities of such series, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Guarantees endorsed on the Securities of such series and under this IndentureArticle XIV, provided that all other obligations of such Guarantor with respect to any Indebtedness of the Company or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Guarantors. (a) Concurrently with The Guarantee of any consolidation or merger of a Guarantor or will be automatically and unconditionally released and discharged upon any sale, transfer, assignment, lease, conveyance or other disposition of the property following: (A) in connection with the sale of (A) that number of shares of Capital Stock of such Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of the Company or another Restricted Subsidiary or (B) all or sub- stantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company, Parent or another Restricted Subsidiary of the Company; provided that such sale complies with Section 4.12; (B) the designation of such Guarantor as an entirety or substantially as an entirety, Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each case as permitted by Section 13.3 hereofsuch case, and upon delivery by the Company or the Note Issuer has delivered to the Trustee of an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that such consolidationrelease is authorized and permitted hereunder. In addition, mergerin the event a Subsidiary becomes a Subsidiary Guarantor solely because it Guarantees other Debt, sale, transfer, assignment, conveyance or then upon the full and unconditional release of the Guarantee of such other disposition was made in accordance with Section 13.3 hereof, Debt (provided that the Trustee is given 90 days written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. The Trustee shall execute any documents reasonably required requested by either the Company or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities Senior Subordinated Notes and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Ten. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or merger amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with Section 13.3 hereofthe Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Trustee Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, (d) a Qualified Borrower IPO, or (e) a Qualified IPO by Designated Holdco shall execute any documents reasonably required occur, then, such Transferred Guarantor (in order to acknowledge the release case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings (in the case of clause (d)), or, following the consummation of the Permitted Reorganizationon and after the Designated Holdco Effective Date, Holdings (in the case of clause (e)), shall, upon the consummation of such Guarantor from its obligations under its Guaranty endorsed on issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the Securities and under this Indenture. Any Guarantor not consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party and, except with respect to Holdings in the case of clauses (d) and (e) above, its Guaranty endorsed on obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Securities Collateral Agent shall take such actions as are within its powers to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents and under this Indenture shall remain liable for the full amount of principal of (premiumIntercreditor Agreement; provided that 1117312.02-CHISR02A - MSW such Guarantor is also released from its obligations, if any) , under the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and interest (including Additional Sums and Additional Amounts, if any) other Material Indebtedness guaranteed by such Person on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturesame terms. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If at any time (a) Concurrently in compliance with the terms and provisions of this Agreement, all or substantially all of the equity interests of any consolidation Guarantor are sold, transferred or merger otherwise disposed of in a transaction permitted hereunder to a Person other than the Borrower or its Subsidiaries (so that such Guarantor is no longer a “Subsidiary” at such time), (b) a Guarantor becomes an Excluded Foreign Subsidiary or (c) a Guarantor ceases to be (or substantially simultaneously with its release as a Guarantor hereunder will cease to be) a borrower, issuer or guarantor in respect of any of the Existing Credit Agreement, the Existing Notes or any sale, transfer, assignment, lease, conveyance or other disposition senior Indebtedness for borrowed money of the property Borrower in a principal amount in excess of $125,000,000 (so that such Guarantor is a Guarantor as an entirety borrower, issuer or substantially as an entiretyguarantor of none of the foregoing Indebtedness at such time), then in each case as permitted by Section 13.3 hereofsuch Guarantor may, and in the discretion of the Borrower upon delivery by the Company or the Note Issuer notice in writing to the Trustee Administrative Agent specifying the reason for such release shall, be released from its Guarantee in respect of an Officers' Certificate the Guaranteed Obligations and an Opinion all of Counsel its obligations under this Agreement and the other Loan Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under the effect that Loan Documents. At the request of the Borrower, the Administrative Agent shall, at the Borrower’s expense, execute such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made documents as are necessary to acknowledge any such release in accordance with this Section 13.3 hereof10.17, so long as the Trustee Borrower shall execute any documents reasonably required in order have provided to acknowledge the Administrative Agent a certificate, signed by a Responsible Officer of the Borrower, certifying as to satisfaction of the requirements set forth above and the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance Guarantor’s Guarantee of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under Guaranteed Obligations in compliance with this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesAgreement. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If (a) Concurrently in compliance with the terms and provisions of this Agreement, all or substantially all of the equity interests of any consolidation Guarantor (other than UK Holdco and Holdings (but only if Holdings directly or merger indirectly owns equity interests in the Company) and the Company) are sold, transferred or otherwise disposed of to a Person or Persons other than Parent or its Subsidiaries (so such Guarantor is no longer a “Subsidiary”), (b) a Guarantor (other than UK Holdco and Holdings) (x) ceases to be (or substantially simultaneously with its release as a Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a borrower under a Bank Credit Agreement) a guarantor of any Indebtedness for borrowed money (other than Permitted Indebtedness) of UK Holdco, Holdings or the Company in an aggregate principal amount in excess of $500,000,000 and (y) is not a borrower under (or substantially simultaneously with its release as a Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a borrower under a Bank Credit Agreement) an issuer of or a guarantor of (A) the Bank Credit Agreements, (B) any Contemplated Debt Securities or (C) the Existing CF Notes or (c) a Guarantor becomes an Exempt Subsidiary, then such Guarantor may, and, in the discretion of the Parent upon notice in writing to the holders of the Notes specifying the reason for such release shall, be released from its Guaranty, and all of its obligations under the Guaranty Agreement and the other Note Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under the Note Documents. Notwithstanding anything herein to the contrary in any Note Document, if (i) a Subsidiary becomes a Guarantor solely as a result of its designation as a borrower under the Amended Credit Agreement or any salemodification, transferextension, assignmentexchange, leaseextension, conveyance renewal, refinancing, refunding, or other disposition replacement thereof, and (ii) such designation as a borrower is subsequently terminated at the election of the property Parent or any of its Subsidiaries, then on and after the date that such Subsidiary ceases to be a borrower thereunder, such Guarantor may, in the discretion of the Parent, upon notice in writing to the holders of the Notes specifying the reason for such release shall be released from all of its obligations under this Agreement and the other Note Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or under the Note Issuer Documents, so long as such Guarantor is released from its obligations as a borrower under, an issuer of, or a guarantor of each item of Indebtedness described in clause (b) above substantially simultaneously with its release as a Guarantor. Notwithstanding anything to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationcontrary in any Note Document, merger, sale, transfer, assignment, conveyance or other disposition was made if (i) in accordance with Section 13.3 hereofthe Agreed Guarantee Principles, a Subsidiary (whether or not it is a Guarantor) would not be required to be or become a Guarantor, but such Subsidiary is or is required to become a Guarantor solely as a result of the Trustee shall execute any documents reasonably required in order proviso to acknowledge clause (c) of the definition of “Exempt Subsidiaries” and (ii) the proviso to clause (c) of the definition of “Exempt Subsidiaries” ceases to apply to such Subsidiary (x) prior to or substantially concurrently with the release of such Guarantor from its obligations Guaranty or (y) prior to the time that such Subsidiary would be required to become a Guarantor under Section 9.7, then such Subsidiary may, and in the discretion of the Parent upon notice in writing to the holders of the Notes specifying the reason for the same shall, be released from (1) the requirement to provide a Guaranty and (2) its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from all of its obligations under its the Guaranty endorsed on the Securities Agreement and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of Note Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with Note Documents. At the defeasance request of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate holders of the Note Issuer) pursuant Notes shall, at the Company’s expense, execute such documents as are necessary to acknowledge any such release in accordance with this Section 10.13 hereof22 and in accordance with the applicable Guaranty, so long as the Company shall have provided the holders of the Notes a certificate, signed by a Responsible Officer of the Parent or the Company, certifying as to satisfaction of the requirements set forth above and the release of such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on Guarantor’s Guaranty in compliance with this Agreement and the Securities and under this Indentureapplicable Guaranty.

Release of Guarantors. (a) Concurrently with any consolidation or merger The Note Guarantee of a Guarantor (other than Parent or Crown) will be unconditionally released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor, which sale, transfer, assignment, lease, conveyance exchange or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was transfer is made in accordance with Section 13.3 hereofthe provisions of this Indenture; (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, which Transfer or issuance is made in accordance with the provisions of this Indenture, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (3) if such Guarantor is a Domestic Subsidiary of Parent or a Canadian Subsidiary or a U.K. Subsidiary, the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Issuer, Parent and each other Guarantor; (4) if such Guarantor is a Restricted Subsidiary of the Issuer, the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Issuer, Parent and each other Guarantor; or (5) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Issuer, Parent and each other Guarantor. (b) Except as provided under Article Five, a Note Guarantee of Parent or Crown may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates in accordance with Article Eight; provided that the Note Guarantee of Crown may also be released and discharged upon satisfaction of any of the conditions set forth in clause (1), (2) or (5) of subsection (a) of this Section 10.03 and, if Crown is also released as a guarantor in respect of the Existing Secured Notes, to the extent outstanding, clause (3) of subsection (a) of this Section 10.03. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall have occurred and be continuing under this Indenture as of the time of such proposed release until such time as such Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary would otherwise be entitled to be released from its Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee an Officers’ Certificate, upon which such Trustee shall have no liability in relying, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities Notes and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Ten. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. Notwithstanding Section 11.3(b) hereof, upon: (a) Concurrently with any consolidation the sale or disposition (including by merger or sale or transfer of all of the Equity Interests) of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition (as an entirety) to a Person which is not and is not required to become a Guarantor, (b) the designation of the property of a Subsidiary that is a Guarantor as an entirety Unrestricted Subsidiary, or (c) the liquidation or substantially as an entiretydissolution of a Guarantor, which transaction is otherwise in each case as permitted by compliance with this Indenture (including, without limitation, Section 13.3 4.13 hereof), such Guarantor shall be deemed released from its Obligations under its Guarantee, the Registration Rights Agreement and the Collateral Agreements; provided, however, that any such termination shall occur only to the extent that (i) all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Indebtedness of the Issuers or any Indebtedness of any other Subsidiaries shall also terminate upon such release, sale or transfer, and (ii) none of the Equity Interests of such Guarantor are pledged for the benefit of any holder of any of the Issuers’ Indebtedness or any Indebtedness of any of the Subsidiaries. The Trustee, subject to the provisions of Section 12.4 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of shall receive an Officers' ’ Certificate and an Opinion of Counsel to the effect as conclusive evidence that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition or that such designation was made by the Issuers in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release provisions of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Except as provided in Section 11.3(a) hereof, any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Guarantee shall remain liable for the full amount of principal of (and premium, if any) , and interest Interest (including Additional Sums and Additional AmountsLiquidated Damages, if any) on the Securities Notes and for the other obligations Guarantee Obligations as provided in this Article XI. Notwithstanding the foregoing provisions of this Article XI, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 11.5 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary which is not a Guarantor under may elect, at its Guaranty endorsed on sole discretion, by written notice to the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereofTrustee, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of to become a Guarantor (in each case other than to the Company, the Note Issuer which election may be conditional or any Affiliate for a limited period of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturetime).

Release of Guarantors. A Guarantor will be released and relieved from all its obligations under a Guarantee, without any action required on the part of the Trustee or any Holder, upon such Guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, and any other Credit Facility Debt or Capital Markets Debt. In addition, a Guarantor will be released and relieved from all its obligations under a Guarantee in the following circumstances, each of which is permitted by this Indenture: (a1) Concurrently with any upon the sale or other disposition (including by way of consolidation or merger merger), in one transaction or a series of related transactions, of a majority of the total Voting Stock of such Guarantor (other than to the Parent Guarantor or any of its Affiliates); or (2) upon the sale or disposition of all or substantially all the Property of such Guarantor (other than to any of the Parent Guarantor’s Affiliates or another Guarantor); provided, however, that, in each case, after giving effect to such transaction, such Guarantor is no longer liable for any Guarantee or other obligations in respect of any of the Parent Guarantor’s or its Subsidiaries’ Credit Facility Debt or Capital Markets Debt. The Guarantee of a Guarantor also will be released upon legal defeasance, covenant defeasance or discharge of this Indenture in accordance with Article Nine. If the Guarantee of any saleGuarantor is deemed to be released or is automatically released, transfer, assignment, lease, conveyance or other disposition the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the property released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereofthe Issuer, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel to that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance Guarantor from its Guarantee complies with Section 13.3 hereofthis Indenture, the Trustee shall shall, at the expense of the Issuer, execute any documents reasonably required requested by either the Issuer or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities and under this Indenture. Any Guarantor Article Ten (it being understood that the failure to obtain any such instrument shall not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without impair any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) automatic release pursuant to this Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture10.03).

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof1303, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof1303, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle Thirteen. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article Thirteen shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle Thirteen. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof1202 or the covenant defeasance of the Securities under Section 1203, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle Thirteen. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of merger securities, a merger, a designation as an Unrestricted Subsidiary or consolidationotherwise) of whereby any Subsidiary Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than ceases to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.be

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or merger amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with Section 13.3 hereofthe Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Trustee Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, (d) a Qualified Borrower IPO, (e) a Qualified IPO by Designated Holdco shall execute any documents reasonably required occur or (f) a Guarantor owns no assets (a “Shell Entity”), then, such Transferred Guarantor (in order to acknowledge the release case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), and such Shell Entity (in the case of clause (f)) shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco or upon such Guarantor from its obligations under its Guaranty endorsed on becoming a Shell Entity (as certified to the Securities and under this Indenture. Any Guarantor not Administrative Agent in writing by the Designated Company), be released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 11.03 hereof) and interest any other Loan Documents to which it is a party and, except with respect to Holdings (including Additional Sums and, on and Additional Amountsafter the Specified AV Minerals Joinder Date, if anyAV Minerals) on in the Securities case of clauses (d) and for the other (e) above, its obligations of a Guarantor under its Guaranty endorsed on the Securities to pledge and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without grant any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including Collateral owned by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) it pursuant to Section 10.13 hereofany Security Document, and the Collateral Agent shall take such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under actions as are within its Guaranties endorsed on the Securities and under powers to effect each release described in this Indenture.Section

Release of Guarantors. (a) Concurrently with A Guarantor shall be released from its obligations hereunder upon the occurrence of any consolidation of the following events (each such event, a “Guarantor Release”): (i) such Guarantor is no longer a borrower, issuer or merger guarantor under, or no longer has granted any lien to secure any obligation pursuant to, the Issuer Credit Agreement; provided, however, that if at any time following the occurrence of a Guarantor Release pursuant to this clause (i), such Guarantor shall thereafter become a borrower, issuer or guarantor under, or grant any lien to secure any obligation pursuant to, the Issuer Credit Agreement, such Guarantor’s obligations under this Guaranty shall be automatically reinstated as of the date such Guarantor became a borrower, issuer or guarantor under, or granted any lien to secure any obligation pursuant to, the Issuer Credit Agreement; and (ii) upon the sale, transfer or disposition of all or substantially all of the equity interests or assets of such Guarantor to another Person (other than to the Issuer or any sale, transfer, assignment, lease, conveyance of its subsidiaries or other disposition of affiliates). (b) Following the property occurrence of a Guarantor Release with respect to any Guarantor, such Guarantor shall be automatically and unconditionally released and discharged from all obligations under this Guaranty without any action required on the part of any other Person; provided, however such Guarantor may be reinstated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made a Guarantor hereunder in accordance with Section 13.3 hereofsubsections 2.11(c) or 3.13(a)(i); provided further, that such Guarantor shall not be so released to the Trustee extent that it shall then be in default of any of its obligations to a Beneficiary under this Guaranty. (c) At the expense of the applicable Guarantor, each Dealer shall execute and deliver any documents reasonably required in order instruments or documentation requested by such Guarantor to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturehereunder. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently If in compliance with the terms and provisions of this Agreement, any consolidation Guarantor ceases to constitute a Subsidiary or merger of a Guarantor all or any sale, transfer, assignment, lease, conveyance or other disposition substantially all of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release assets of such Guarantor from its obligations under its Guaranty endorsed on are sold, exchanged, disposed or otherwise transferred (including through merger, consolidation, liquidation or dissolution), then such Guarantor shall, in the Securities and under this Indenture. Any Guarantor not discretion of the Borrower upon notice in writing to the Administrative Agent, automatically be released from its obligations under this Agreement or any other Loan Document, including its Guaranty endorsed on the Securities Guarantee set forth in this Article XI, and under this Indenture thereafter such Person shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of no longer constitute a Guarantor under its Guaranty endorsed on the Securities and under this IndentureAgreement or any other Loan Documents. (b) Concurrently In the event that (A) a Ratings Event has occurred (or shall, substantially concurrently with the defeasance release of any Guarantee hereunder, occur) and (B) any Guarantor ceases to (or shall, substantially concurrently with the release of its Guarantee hereunder, cease to) guarantee any Indebtedness described under clause (a) of the Securities under Section 4.3 hereofdefinition thereof of the Borrower in aggregate outstanding principal amount equal to or greater than the Threshold Amount, then such Guarantor shall, in the Guarantors shall discretion of the Borrower upon notice in writing to the Administrative Agent, be automatically released from all of their its obligations under their Guaranties endorsed on the Securities this Agreement and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Indenture, without any action on the part of the Trustee Agreement or any Holder of Securitiesother Loan Document. (c) Upon If at any time the sale aggregate principal amount of Funded Indebtedness (without duplication) issued, borrowed or guaranteed by the Guarantors (collectively) (other disposition than any Funded Indebtedness represented by Guarantees of the Funded Indebtedness hereunder, guarantees of Specified Indebtedness or guarantees of Funded Indebtedness of third parties) constitutes (or, as a result of or after giving pro forma effect to any event or circumstance occurring or arising substantially concurrently with a contemplated release under any clause of this Section 11.06, will constitute) no more than 20.0% of the aggregate principal amount of Funded Indebtedness for borrowed money of the Borrower and its subsidiaries (other than any Funded Indebtedness for borrowed money represented by guarantees of Funded Indebtedness of third parties), on a consolidated basis as of such time, then the Guarantors shall, in the discretion of the Borrower upon notice in writing to the Administrative Agent, be automatically released from their obligations under this Agreement and each other Loan Document, including by way of merger their Guarantees set forth in this Article XI, and thereafter such Persons shall no longer constitute Guarantors under this Agreement or consolidationany other Loan Document. (d) of If at any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of time a Guarantor (is released from its obligations under the Existing Notes, except a discharge or release by or as a result of payment in each case other than connection with the enforcement of remedies under such obligations, then such Guarantor shall, in the discretion of the Borrower upon notice in writing to the CompanyAdministrative Agent, be automatically released from its obligations under this Agreement and each other Loan Document, including its Guarantee set forth in this Article XI, and thereafter such Person shall no longer constitute a Guarantor under this Agreement or any other Loan Document. (e) At the request of the Borrower, the Note Issuer or Administrative Agent shall, at the Borrower’s expense, execute such documents as are reasonably necessary to acknowledge any Affiliate such release in accordance with this Section 11.06, so long as the Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Note Issuer) pursuant Borrower, certifying as to Section 10.13 hereof, satisfaction of the requirements set forth above and the release of such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under Guarantor’s Guarantee in compliance with this IndentureAgreement.

Release of Guarantors. The Note Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following: (aA) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance exchange or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery transfer by the Company or any Restricted Subsidiary, to any Person that is not an Affiliate of the Note Issuer Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the terms of this Indenture; provided that if the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Re- placement Assets, the Company or such Restricted Subsidiary must deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.10; (B) the occurrence of the Fall-Away Event, but only if such Restricted Subsidiary (x) is released from all of its guarantees of the Company's obligations, including its Credit Agreement Guarantee (other than as a result of payment under any such guarantee) and (y) is not otherwise an obligor under the Credit Agreement; or (C) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably required requested by the Company or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Note Guarantee endorsed on the Securities Notes and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Ten. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof1203, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof1203, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities Notes and under this IndentureArticle Twelve. Any Guarantor not released from its obligations under its Guaranty Senior Subordinated Guarantees endorsed on the Securities Notes and under this Indenture Article Twelve shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of a Guarantor under its Guaranty Senior Subordinated Guarantees endorsed on the Securities Notes and under this IndentureArticle Twelve. (b) Concurrently with the defeasance of the Securities Notes under Section 4.3 hereof1302 or the covenant defeasance of the Notes under Section 1303, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities Notes and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle Twelve. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of merger securities, a merger, a designation as an Unrestricted Subsidiary or consolidationotherwise) of whereby any Guarantor or ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the sale, conveyance, transfer, assignment, lease or other disposition provisions of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Guarantees endorsed on the Securities Notes and under this Indenture.Article Twelve. -140- 157

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or any sale, transfer, assignment, lease, conveyance transfer or other disposition transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it AMERICAS 94626185 pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the property Equity Interests of a Guarantor as an entirety or substantially as an entiretythe Transferred Guarantor, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer pledge of such Equity Interests to the Trustee of an Officers' Certificate and an Opinion of Counsel Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made each release described in this Section 11.09 in accordance with Section 13.3 hereofthe relevant provisions of the Collateral Documents; provided, the Trustee shall execute any documents reasonably required in order to acknowledge however, that the release of such any Subsidiary Guarantor from its obligations under its Guaranty endorsed on this Agreement and the Securities other Loan Documents if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on be outstanding, (2) after giving pro forma effect to such release and the Securities and under this Indenture shall remain liable consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for the full amount purposes of principal of Section 7.02 (premium, as if anysuch Person were then newly acquired) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) such Investment is permitted pursuant to Section 10.13 hereof7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Term Facility, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Incremental Equivalent Debt, any Junior Financing, any Permitted Debt Exchange Notes or any Permitted Refinancing in respect of any of the foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall 117 EXECUTION 127 automatically be released from terminate with respect to all obligations under its Guaranties endorsed on Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the Securities and under terms of this IndentureAgreement.

Release of Guarantors. No Guarantor shall consolidate or merge with or into (awhether or not such Guarantor is the surviving Person) Concurrently with another Person unless (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior basis, all of such Guarantor's obligations under such Guarantor's guarantee and the Indenture on the terms set forth in the Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety all or substantially as all of its assets to an entiretyentity which is not a Guarantor, which transaction is otherwise in each case as permitted by Section 13.3 hereofcompliance with the Indenture (including, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereofwithout limitation, the Trustee shall execute any documents reasonably required in order to acknowledge the release provisions of Section 4.13), such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not will be deemed released from its obligations under its Guaranty endorsed on Guarantee of the Securities Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under this Indenture shall remain liable for the full amount all of principal its pledges of (premiumassets or other security interests which secure, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance any Indebtedness of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofother Subsidiary shall also terminate upon such release, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturesale or transfer.

Release of Guarantors. No Guarantor shall consolidate or merge with or into (awhether or not such Guarantor is the surviving Person) Concurrently with another Person unless (i) subject to the provisions of this Section 4.16 and certain other provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's guarantee, on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor of all of its assets to an entity which is not a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property designation of a Guarantor as to become an entirety or substantially as an entiretyUnrestricted Subsidiary, which transaction is otherwise in each case as permitted by Section 13.3 hereofcompliance with this Indenture (including, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereofwithout limitation, the Trustee shall execute any documents reasonably required in order to acknowledge the release provisions of Section 4.08 hereof), such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not will be deemed released from its obligations under its Guaranty endorsed on Guarantee of the Securities Notes; provided, however, that any such termination shall occur only in the event that all obligations of such Guarantor under all of its guarantees of, and under this Indenture shall remain liable for the full amount all of principal its pledges of (premiumassets or other security interests which secure, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance any Indebtedness of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without Company or any action on the part other Subsidiary of the Trustee or any Holder of Securities. (c) Upon the Company shall also terminate upon such release, sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger In the event of a Guarantor or any sale, transfer, assignment, lease, conveyance sale or other disposition of the property of a Guarantor as an entirety all or substantially as an entiretyall of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case as permitted to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Loan Agreement, including without limitation Section 13.3 hereof, and upon 6.5 of the Loan Agreement. Upon delivery by the Company or the Note Issuer to the Trustee Administrative Agent of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition was made by the Company in accordance with the provisions of the Loan Agreement, including without limitation Section 13.3 hereof6.5 of the Loan Agreement, the Trustee Administrative Agent shall execute any documents reasonably required in order to acknowledge evidence the release of such any Guarantor from its obligations under its Guaranty endorsed on the Securities and under this IndentureSubsidiary Guarantee. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Subsidiary Guarantee shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of a any Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Indenture as provided in this Subsidiary Guarantee. Subject to Section 4.3 hereof2.6, the Guarantors shall each Guarantor will be released from all of their obligations under their Guaranties endorsed on liability hereunder concurrently with the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition repayment in full of all or substantially all amounts owed under the assets of a Guarantor (in each case other than to Loan Agreement and the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureLoans.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any consolidation Subsidiary Guarantor are issued, sold or merger transferred such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, or (d) a Qualified Canadian Borrower IPO shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), or Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), shall (subject to satisfying the conditions set forth in Section 13.3 2.24, in the case of Aleris Belgium), upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the completion of the Qualified Canadian Borrower IPO, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party and, except with respect to Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) in the case of clause (d) above, its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are within its powers to effect each release described in this Section 7.09 in 1160299.01-CHISR1160299.03H-CHISR02A - MSW accordance with the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Term Loan Documents, the Trustee Senior Note Documents, the Additional Senior Secured Indebtedness Documents, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness, and other Material Indebtedness guaranteed by such Person on the same terms; provided, further, that if such Guarantor is also a Borrower, such Guarantor shall execute not be released from any documents obligations hereunder or under any other Loan Document unless (1) it either (x) repays all Loans and other Obligations of such Borrower owing by it (the “Amounts Owing”) or (y) assign the outstanding Amounts Owing from such Borrower to another Borrower in the jurisdiction of organization of such Borrower pursuant to documentation reasonably required satisfactory to the Administrative Agent, (2) no Default or Event of Default exists at the time of such release, (3) the representations and warranties of each Loan Party in order to acknowledge the Loan Documents shall be true and correct in all material respects as of the date of the release of such Guarantor from (it being understood and agreed that any representation or warranty which by its obligations under its Guaranty endorsed terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and any representation or warranty qualified by materiality shall be true and correct in all respects), (4) both immediately before and immediately after giving effect to such release, (x) the Availability Conditions shall have been satisfied, and (y) the Funding Conditions, the LC Conditions and the Swingline Conditions shall have been satisfied, and (5) the Administrative Borrower shall have delivered an updated Borrowing Base Certificate to the Administrative Agent based on the Securities and under Borrowing Base Certificate most recently delivered pursuant to this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed Agreement, demonstrating the effect on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance Borrowing Base of the Securities under Section 4.3 hereofremoval of the Eligible Accounts and Eligible Inventory owned by the Borrower, and the updated Borrowing Base Certificate shall include an updated list of Borrowers reflecting the removal of such Borrower (clauses (1) through (5), the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities“Borrower Release Conditions”). (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (bi) Concurrently with the defeasance satisfaction and discharge of the Securities Indenture under Section 4.3 hereof1201 of the Indenture, the Guarantors shall be released from all of their obligations under this First Supplemental Indenture, and from their Guaranties obligations, if any, endorsed on any of the Securities. (ii) Concurrently with the defeasance of any series of Securities under Section 402 of the Indenture or the covenant defeasance of the Securities and under Section 403 of the Indenture, the Guarantors shall be released from all of their obligations under this First Supplemental Indenture, and from their obligations, if any, endorsed on any of the Securities. (iii) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, a merger or otherwise) whereby any Guarantor ceases to be a Subsidiary of Republic, such Guarantor shall automatically without further action on the part of the Trustee or any Holder of the Securities, be released from all obligations under this First Supplemental Indenture, and from their obligations, if any, endorsed on any of the Securities. (iv) Concurrently with the termination of any Guarantor’s obligations under its guarantees provided with respect to the Republic Credit Facility (including, but not limited to the Republic Credit Facility Guaranty), or upon the release of any Guarantor from its obligations under the Republic Credit Facility Guaranty, such Guarantor shall automatically, without further action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all of its obligations under this First Supplemental Indenture, and from its Guaranties obligations, if any, endorsed on any of the Securities and under this IndentureSecurities.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests of any consolidation Subsidiary Guarantor or merger a Borrower (other than the Lead Borrower) are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor or a Borrower (other than the Lead Borrower) becomes an Excluded Subsidiary, or the Lead Borrower shall notify the Agents in writing that a Specified Guarantor is to be released from its Guaranty, (any such Subsidiary Guarantor or Borrower, and any Subsidiary Guarantor or Borrower referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (or, in the case of a Guarantor or any saleSpecified Guarantor, transfer, assignment, lease, conveyance or other disposition receipt of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery foregoing notice by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationAgents), merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a Guarantor under its Guaranty endorsed on sale of all of the Securities and under Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Indenture. (b) Concurrently Section 11.09 in accordance with the defeasance relevant provisions of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.Collateral Documents. 225

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each -108- 117 case as permitted by Section 13.3 hereof16.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof16.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 16 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16 and the surviving entity in such transaction or the entity to which such Subsidiary Guarantor is conveyed shall not (unless such transaction otherwise results in the sale, transfer or disposition of the properties and assets of the Company substantially as an entirety) be required to assume the obligations of such Subsidiary Guarantor.

Release of Guarantors. The Note Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following: (aA) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance exchange or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery transfer by the Company or any Restricted Subsidiary, to any Person that is not an Affiliate of the Note Issuer Company of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the terms of this Indenture; provided that if the Company or any Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such Restricted Subsidiary must deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.10; (B) the occurrence of the Fall-Away Event, but only if such Restricted Subsidiary (x) is released from all of its guarantees of the Company's obligations, including its Credit Agreement Guarantee (other than as a result of payment under any such guarantee) and (y) is not otherwise an obligor under the Credit Agreement; or (C) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably required requested by the Company or a Guarantor in order to acknowledge evidence the release of such Guarantor from its obligations under its Guaranty Note Guarantee endorsed on the Securities Notes and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureArticle Ten. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof12.03, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof12.03, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities Notes and under this IndentureArticle 12. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities Notes and under this Indenture Article 12 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities Notes and under this IndentureArticle 12. (b) Concurrently with the defeasance of the Securities Notes under Section 4.3 hereof13.02 or the covenant defeasance of the Notes under Section 13.03, the Guarantors shall be released from all of their obligations under their Guaranties Senior Subordinated Guarantees endorsed on the Securities Notes and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 12. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of merger securities, a merger, a designation as an Unrestricted Subsidiary or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities Notes and under this IndentureArticle 12.

Release of Guarantors. Notwithstanding the requirements set forth in clause (a) Concurrently with of this Section 6.15: (i) in the event that (i) the Borrower or the Parent has received at least two (2) Investment Grade Ratings and (ii) the Borrower requests that the Subsidiary Guarantors be released from the Credit Documents, then the Subsidiary Guarantors shall be automatically released from the Credit Documents (the “Release”), provided that such Subsidiary Guarantors are also released from any consolidation or merger guarantees of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition then existing senior notes and other senior unsecured indebtedness of the property of a Guarantor as Borrower or Parent. In such an entirety or substantially as an entiretyevent, in each case as permitted by the Borrower will notify the Administrative Agent that, pursuant to this Section 13.3 hereof6.15(b), and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidationPerson shall be released and, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof9.11, the Trustee Administrative Agent shall execute any documents (to the extent applicable) deliver to the Credit Parties such documentation as is reasonably required necessary to evidence the Release; or(ii) , to the extent the Borrower provides a written request to the Administrative Agent that a Subsidiary Guarantor be released from its Guaranties pursuant to the Credit Documents in order conjunction with the simultaneous or substantially simultaneous qualification of such Subsidiary Guarantor as an Excluded Subsidiary or pursuant to acknowledge a disposition permitted by Section 7.05, then, following the Administrative Agent’s receipt of such notice (and so long as no Default or Event of Default shall have occurred and be continuing on the date of the Administrative Agent’s receipt of such notice or as a result of the release of such Subsidiary Guarantor), such Subsidiary Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not shall be automatically released from its obligations under its Guaranty endorsed on respective Guaranties pursuant to the Securities Credit Documents (it being understood and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a agreed that no Subsidiary Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors that owns an Unencumbered Property shall be released unless such Unencumbered Property is first withdrawn from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (Unencumbered Property Pool in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to accordance with Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.6.16(b). 98

Release of Guarantors. Notwithstanding Section 10.3(b) hereof, upon the sale or disposition (aincluding by merger or stock purchase) Concurrently with any consolidation or merger of a Guarantor (other than a sale or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially Parent, which shall be governed by Section 5.3) (as an entirety) to an entity which is not and is not required to become a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in each case as permitted by compliance with this Indenture (including, without limitation, the provisions of Section 13.3 4.13 hereof), such Guarantor shall be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of the Company or the Parent or any Indebtedness of any 121 other Subsidiary of the Company and the Parent shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any Indebtedness of the Company or the Parent or any Indebtedness of any Subsidiary of the Company or the Parent. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel Certificate, to the effect that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition or that such designation was made by the Company in accordance with Section 13.3 hereofthe provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of any such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this IndentureGuarantee. Any Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture Guarantee shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor under may elect, at its Guaranty endorsed on sole discretion, by written notice to the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereofTrustee, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of to become a Guarantor (in each case other than to the Companywhich election may be conditional or for a limited period of time). IF, the Note Issuer or any Affiliate of the Note IssuerAT ANY TIME WHEN THERE IS INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT, THE GUARANTEE OF ALL OF THE INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT OF ANY OF THE GUARANTORS, OTHER THAN THE PARENT, IS RELEASED PURSUANT TO THE TERMS OF THE ORIGINAL CREDIT AGREEMENT, THE PARENT MAY CAUSE SUCH GUARANTOR TO BE RELEASED FROM ITS OBLIGATIONS UNDER ITS GUARANTEE OF THE NOTES; PROVIDED, HOWEVER, THAT ANY SUCH TERMINATION SHALL OCCUR ONLY TO THE EXTENT THAT ALL OBLIGATIONS OF SUCH GUARANTOR UNDER ALL OF ITS GUARANTEES OF, AND UNDER ALL OF ITS PLEDGES OF ASSETS OR OTHER SECURITY INTERESTS WHICH SECURE, ANY OF INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY OTHER GUARANTOR SHALL ALSO TERMINATE UPON SUCH RELEASE, SALE OR TRANSFER AND NONE OF ITS EQUITY INTERESTS ARE PLEDGED FOR THE BENEFIT OF ANY HOLDER OF ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT) pursuant to Section 10.13 hereofOF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT) OF ANY GUARANTOR; PROVIDED, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureFURTHER, THAT, THE PARENT MAY NOT CAUSE A RELEASE OF ANY GUARANTOR FROM ITS OBLIGATIONS UNDER ITS GUARANTEE OF THE NOTES PURSUANT TO THE PROVISIONS OF THIS PARAGRAPH AS A RESULT OF A RELEASE OF SUCH GUARANTOR'S GUARANTEE OF INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT IN CONNECTION WITH THE PAYMENT OF ALL OR SUBSTANTIALLY ALL OF THE INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT AT SUCH TIME. IF AT ANY TIME THERE IS NO INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT AND (A) ANY FOREIGN SUBSIDIARY OF THE COMPANY THAT HAS NOT BECOME DOMESTICATED INTO THE UNITED STATES (i) HAS GUARANTEED THE NOTES AND (ii) THE PARENT GROUP WOULD INCUR A TAX LIABILITY, AS DETERMINED ON A CONSOLIDATED BASIS, MATERIALLY GREATER THAN THE TAX LIABILITY THAT WOULD BE INCURRED BY THE PARENT GROUP, DETERMINED ON A CONSOLIDATED BASIS, HAD NO SUCH 122 GUARANTEE BEEN INCURRED, OR (B) THE GUARANTEE OF ANY FOREIGN SUBSIDIARY OF THE PARENT BECOMES ILLEGAL UNDER APPLICABLE LAW AND SUCH FOREIGN SUBSIDIARY DELIVERS AN OPINION OF COUNSEL TO THE TRUSTEE TO SUCH EFFECT, THEN, IN EACH CASE, THE PARENT MAY CAUSE SUCH FOREIGN SUBSIDIARY TO BE RELEASED FROM ITS GUARANTEE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE; PROVIDED, HOWEVER, THAT ANY SUCH RELEASE SHALL OCCUR ONLY TO THE EXTENT THAT ALL OBLIGATIONS OF SUCH GUARANTOR UNDER ALL OF ITS GUARANTEES OF, AND UNDER ALL OF ITS PLEDGES OF ASSETS OR OTHER SECURITY INTERESTS WHICH SECURE, ANY OF INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY OTHER SUBSIDIARY OF THE COMPANY AND THE PARENT SHALL ALSO TERMINATE UPON SUCH RELEASE, SALE OR TRANSFER AND NONE OF ITS EQUITY INTERESTS ARE PLEDGED FOR THE BENEFIT OF ANY HOLDER OF ANY INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY SUBSIDIARY OF THE COMPANY OR THE PARENT.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof15.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof15.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 15 shall remain liable for the full amount of principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Senior Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 15.

Release of Guarantors. (a) Concurrently If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any consolidation Guarantor are sold or merger of otherwise transferred such that such Guarantor no longer constitutes a Subsidiary that would be required to be a Guarantor hereunder (a “Transferred Guarantor”) to a person or any salepersons, none of which is Borrower or a Subsidiary Guarantor, such Transferred Guarantor shall, upon the date of consummation of such sale or transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.03 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Security Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition transfer of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Agreements shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request, the Collateral Agent shall take, and the Lenders hereby irrevocably authorize the Collateral Agent to take, such actions, at Borrower’s expense, as are necessary to effect each release described in this Section 7.10 in accordance with the relevant provisions of the Security Documents and the applicable Requirements of Law, so long as Borrower shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request in order to demonstrate compliance with this Agreement. Each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Loan Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under any Loan Document or of any other security taken pursuant to, or in connection with, any Loan Document where such rights or security are granted by or in relation to the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureTransferred Guarantor.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (a) Concurrently with Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or merger amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor is designated as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made Unrestricted Subsidiary in accordance with Section 13.3 hereofthe Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Trustee Effective Date is subsequently designated as an Excluded Guarantor Subsidiary in accordance with the definition thereof, (d) a Qualified Parent IPO, or (e) a Qualified IPO by Designated Holdco shall execute any documents reasonably required occur, then, such Transferred Guarantor (in order to acknowledge the release case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Guarantor from its obligations under its Guaranty endorsed on Subsidiary or upon the Securities and under this Indenture. Any Guarantor not consummation of the Qualified Parent IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a party, and, except with respect to Holdings in the case of clauses (d) and (e) above, its Guaranty endorsed on obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Securities Collateral Agent and under the Administrative Agent shall take such actions as are 1066931.03C-XXXXX000000000.04-CHISR02A - MSW within its powers to effect each release described in this Indenture shall remain liable for Section 7.09 in accordance with the full amount relevant provisions of principal of (premiumthe LoanSecurity Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any) , under the Secured Term Loan Documents, the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and interest (including Additional Sums and Additional Amounts, if any) other Material Indebtedness guaranteed by such Person on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenturesame terms. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, sale or conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof16.3, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, sale or conveyance or other disposition was made in accordance with Section 13.3 hereof16.3, the Trustee shall execute any documents reasonably required in order to acknowledge evidence the release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. Any Subsidiary Guarantor not released from its obligations under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this Indenture Article 16 shall remain liable for the full amount of principal of (of, premium, if any) , and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Subsidiary Guarantor under its Guaranty Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof4.4 or the agreement defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Guaranties Subordinated Guarantees endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of SecuritiesArticle 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition (including by way of securities, a merger or consolidationotherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereofthis Indenture, such Subsidiary Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties Subsidiary Guarantees endorsed on the Securities and under this IndentureArticle 16.

Release of Guarantors. (a) Concurrently with any consolidation or merger The Guaranty of a Guarantor will be automatically and unconditionally released without any action on the part of the Holders or the Trustee: (1) in connection with any sale, transfer, assignment, lease, conveyance sale or other disposition of the property of a Guarantor as an entirety all or substantially as an entiretyall of the assets of that Guarantor (including, without limitation, by way of merger or consolidation); or (2) in each case as permitted by Section 13.3 hereof, and upon delivery by connection with any sale of all of the Company or the Note Issuer to the Trustee Capital Stock of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this IndentureGuarantor. (b) The Guaranty of a Guarantor will be automatically and unconditionally released as to any series of Securities without any action on the part of the Holders or the Trustee upon the payment in full of such series of Securities. (c) Concurrently with the any legal defeasance of the Securities under Section 4.3 hereofor covenant defeasance, pursuant to Article VIII, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on respective applicable Guaranty. (d) If at any time any of the Securities and Guarantors under this IndentureGuaranty that also is a guarantor of Chemtura’s 9 7/8% Notes due 2012 or Senior Floating Rate Notes due 2010 (together, the “Chemtura Notes”) ceases to be a guarantor of the Chemtura Notes, which includes upon the repayment or redemption of the Chemtura Notes, this Guaranty will also be automatically and unconditionally released as to such Guarantor or Guarantors without any action on the part of the Trustee Holders or any Holder of Securitiesthe Trustee. (ce) Upon the sale or other disposition (including by way of merger or consolidation) of The Trustee shall deliver an appropriate instrument evidencing any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets release of a Guarantor (in each case other than upon receipt of a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel certifying as to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to compliance with this Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture14.10.

Release of Guarantors. Notwithstanding anything in ‎Section 9.02(b) to the contrary, (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not automatically be released from its obligations under hereunder (and its Loan Guaranty endorsed on shall be automatically released) (i) upon the Securities and under this Indenture shall remain liable for consummation of any permitted transaction or series of related transactions or the full amount occurrence of principal of (premium, any other permitted event or circumstance if any) and interest as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including Additional Sums and Additional Amounts, if anyby merger or dissolution) on the Securities and for the other obligations or becomes an Excluded Subsidiary as a result of a Guarantor under its Guaranty endorsed on single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the Securities and under this Indenture. occurrence of the Termination Date, (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors any Subsidiary Guarantor that qualifies as an “Excluded Subsidiary” shall be released from all of their its obligations under their Guaranties endorsed on hereunder (and its Loan Guaranty shall be automatically released) by the Securities and under this Indenture, without any action on Administrative Agent promptly following the part of request therefor by the Trustee or any Holder of Securities. Borrower and/or (c) Upon the sale Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction, as applicable. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or other disposition (including by way of merger or consolidation) release. Any execution and delivery of any Guarantor document pursuant to the preceding sentence of this ‎Section 9.22 shall be without recourse to or warranty by the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor Administrative Agent (in each case other than as to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant Administrative Agent’s authority to Section 10.13 hereof, execute and deliver such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenturedocuments).

Release of Guarantors. (a) Concurrently with any consolidation If no Default exists or merger of a Guarantor or any salewould exist under this Indenture, transfer, assignment, lease, conveyance upon (i) the sale or other disposition of all of the property Capital Stock of any Guarantor by the Company, or (ii) the sale or disposition of all or substantially all of the assets of any Guarantor in compliance with all of the terms of this Indenture, such Guarantor's Guarantee shall be released, and such Guarantor shall be deemed released from all obligations under this Article Ten without any further action required on the part of the Trustee or any Holder for so long as it remains an Unrestricted Subsidiary. If such Guarantor is not so released such Guarantor or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Guarantor upon receipt of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery request by the Company or the Note Issuer to the Trustee of Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the effect that compliance with this Section 10.04, provided the legal counsel delivering such consolidation, merger, sale, transfer, assignment, conveyance Opinion of Counsel may rely as to matters of fact on one or other disposition was made in accordance with Section 13.3 hereof, more Officers Certificates of the Company. The Trustee shall execute any documents reasonably required requested by the Company or the Guarantor in order to acknowledge evidence the release of such the Guarantor from its obligations under its Guaranty Guarantee endorsed on the Securities Notes and under this IndentureArticle Ten. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities Except as set forth in Articles Four and under Five and this Section 10.04, nothing contained in this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance or in any of the Securities under Section 4.3 hereof, the Guarantors Notes shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without prevent any action on the part consolidation or merger of the Trustee Guarantor with or into the Company or shall prevent any Holder of Securities. (c) Upon the sale or other disposition (including by way conveyance of merger or consolidation) the property of any the Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all as an entirety or substantially all the assets of a Guarantor (in each case other than as an entirety to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ai) Concurrently with all or substantially all of the Equity Interests or property of any consolidation Subsidiary Guarantor are sold or merger otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not be automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 10.05 hereof) and interest (including Additional Sums its obligations to pledge and Additional Amountsgrant any Collateral owned by it pursuant to any Collateral Document and, if any) on in the Securities and for the other obligations case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all of the assets Equity Interests of a Guarantor the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Company shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligation (in each case other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, this Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the Companyterms of this Agreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the Note Issuer or any Affiliate relevant provisions of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this IndentureCollateral Documents.

Release of Guarantors. Upon the sale or disposition (aby merger or otherwise) Concurrently with any consolidation or merger of a Guarantor (or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety all or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by all of its Properties) to a Person other than the Company or another Guarantor and pursuant to a transaction that is otherwise in compliance with the Note Issuer terms of this Supplemental Indenture, including but not limited to the provisions of Section 9.2 hereof or pursuant to Article IV hereof, such Guarantor shall be deemed released from its Guarantee and all related obligations under this Supplemental Indenture; provided, however, that any such release shall occur only to the extent that all obligations of such 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 Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and an Opinion of Counsel to the effect certifying that such consolidation, merger, sale, transfer, assignment, conveyance sale or other disposition was made by the Company in accordance with Section 13.3 hereofthe provisions of this Supplemental Indenture. In addition, in the event that any Guarantor ceases to guarantee payment of, or in any other manner to remain liable (whether directly or indirectly) with respect to any and all other Indebtedness of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness under the Bank Credit Facility, such Guarantor shall also be released from its Guarantee and the related obligations under this Supplemental Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall execute any documents reasonably required in order to acknowledge the deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate and an Opinion of Counsel certifying that such Guarantor has ceased to guarantee or otherwise be liable with respect to such other Indebtedness of the Company and the other Restricted Subsidiaries. Each Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Supplemental Indenture shall be released from its Guarantee and all related obligations under this Supplemental Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its Guaranty endorsed on receipt of the Securities and under this IndentureBoard Resolution designating such Unrestricted Subsidiary. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under in accordance with this Indenture Section 9.3 shall remain liable for the full amount of principal of (and premium, if any, on) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under as provided in this IndentureArticle IX. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. (a) Concurrently with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 13.3 hereof, and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (bi) Concurrently with the defeasance satisfaction and discharge of the Securities Indenture under Section 4.3 hereof1201 of the Base Indenture, the Guarantors shall be released from all of their obligations under this Third Supplemental Indenture, and from their Guaranties obligations, if any, endorsed on any of the Securities. (ii) Concurrently with the defeasance of any series of Securities under Section 402 of the Base Indenture or the covenant defeasance of the Securities and under Section 403 of the Base Indenture, the Guarantors shall be released from all of their obligations under this Third Supplemental Indenture, and from their obligations, if any, endorsed on any of the Securities. (iii) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, a merger or otherwise) whereby any Guarantor ceases to be a Subsidiary of Republic, such Guarantor shall automatically without further action on the part of the Trustee or any Holder of the Securities, be released from all obligations under this Third Supplemental Indenture, and from their obligations, if any, endorsed on any of the Securities. (iv) Concurrently with the termination of any Guarantor’s obligations under its guarantees provided with respect to the Republic Credit Facility (including, but not limited to the Republic Credit Facility Guaranty), or upon the release of any Guarantor from its obligations under the Republic Credit Facility Guaranty, such Guarantor shall automatically, without further action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all of its obligations under this Third Supplemental Indenture, and from its Guaranties obligations, if any, endorsed on any of the Securities and under this IndentureSecurities.

Release of Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (ai) Concurrently with the Company or any consolidation Subsidiary conveys, sells, assigns, transfers o otherwise disposes of all or merger substantially all the capital stock or assets of any Subsidiary that is a Guarantor to one or any sale, transfer, assignment, lease, conveyance or more Persons other disposition than Affiliates of the property Company in a transaction complying with the requirements of a Guarantor as an entirety this Indenture, or substantially as an entirety(ii) the Securities are defeased and discharged in pursuant to Article Four hereof, then, in each case as permitted by Section 13.3 hereofof (i) or (ii), and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the effect that release of such consolidationGuarantor from its obligations under its Subsidiary Guarantee and this Article Sixteen have been complied with, merger, sale, transfer, assignment, conveyance such Guarantor or the Person acquiring such assets (in the event of a sale or other disposition was made in accordance with Section 13.3 hereofof all or substantially all assets or capital stock of such Guarantor) shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Sixteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty Subsidiary Guarantee endorsed on the Securities of a series and under this IndentureArticle Sixteen. Any Guarantor not released from its obligations under its Guaranty endorsed on In the Securities and under this Indenture shall remain liable for event of any consolidation by the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently Company with the defeasance or merger of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without Company into any action on the part of the Trustee other Person or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the an sale, conveyanceassignment, transfer, assignment, lease or other disposition conveyance of all or substantially all of the properties and assets of a Guarantor (the Company to any Person in each case other than to the Companyaccordance with this Indenture, the Note Issuer or any Affiliate no subsidiary of the Note Issuer) pursuant successor Person formed by such consolidation or into which the Company is merged or to Section 10.13 hereofwhich such sale, such Guarantor shall 117 EXECUTION 127 automatically assignment, transfer, lease or other conveyance is made will be released from all required to assume any obligations under its Guaranties endorsed on of the Securities and Guarantors under this Indenture, the Securities or the Subsidiary Guarantees if such successor Person (i) has, at the time of such transaction, a long- term unsecured debt rating from both Moody's Investors Services, Inc. and Standard & Poor's Rating Servixxx xx lower than the lowest rating than assigned by either such rating agency to such indebtedness of the Company and (ii) any long-term unsecured debt of the successor person generally does not have the benefit of any guarantees similar to the Subsidiary Guarantees of the Guarantors.

Release of Guarantors. (a) Concurrently If, in compliance with any consolidation or merger of a Guarantor or any sale, transfer, assignment, lease, conveyance or other disposition the terms and provisions of the property Loan Documents, (i) subsequent to the Closing Date, any Subsidiary Guarantor (A) is or becomes an Excluded Subsidiary or (B) ceases to constitute a Restricted Subsidiary (including as a result of a Guarantor as an entirety the sale or transfer of Equity Interests of such Subsidiary Guarantor) or (ii) all or substantially as all of the Property of any Subsidiary Guarantor is sold or otherwise transferred (in any event such that after giving effect to such Disposition on a Pro Forma Basis such Subsidiary Guarantor is an entiretyImmaterial Subsidiary) to a Person or Persons (other than any Loan Party) (any such Subsidiary Guarantor described in clause (i) or (ii), a “Transferred Guarantor”), then, (x) in the case of clause (i)(A), such Transferred Guarantor may at the election of Borrower and (y) in the case of clauses (i)(B) and (ii), such Transferred Guarantor shall, in each case as permitted by Section 13.3 hereofcase, be immediately and upon delivery by the Company or the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor not automatically released from its obligations under its Guaranty endorsed on the Securities and this Agreement (including under this Indenture shall remain liable for the full amount of principal of (premium, if anySection 11.03) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other Loan Documents and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way transfer of merger or consolidation) Equity Interests that resulted in such Subsidiary Guarantor becoming a Transferred Guarantor, the pledge of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than such Equity Interests to the CompanyCollateral Agent pursuant to the Security Documents shall be immediately and automatically released, and so long as Borrower shall have previously provided the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request, the Note Issuer or any Affiliate Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (at its sole expense) to effect each release described in this Section 7.09 in accordance with the relevant provisions herein and of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indentureother Loan Documents.