Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture.

Releases of Subsidiary Guarantors. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Parent or a Restricted Subsidiary of the Parent or the merger or consolidation of any Subsidiary Guarantor with or into the Company or another Guarantor, then such Subsidiary 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 Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Capital Stock assets of any such Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transactionGuarantor) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be automatically released and relieved of any obligations under its Subsidiary Guarantee and Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Subsidiary Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest (including Special Interest, if any) and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture.Indenture as provided in this Article X.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition of all of (other than any lease or license) by any Loan Party (other than to the Capital Stock Borrower or any Subsidiary) of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) Collateral in a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company transaction permitted under this Indenture are discharged in accordance with the terms hereof Agreement, or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved effectiveness of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company written consent to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for is no longer a Domestic Subsidiary. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event The Note Guarantee of a Guarantor will be released: (1) upon any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation or any sale of all of the Capital Stock of any Subsidiary Guarantor (including by way that Guarantor); PROVIDED that Issuer applies the Net Proceeds of consolidation, merger that sale or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) other disposition in accordance with the Company or Restricted Subsidiaries applicable provisions of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, including, without limitation, Section 4.08 or Article 10 hereof; or (2) if (i) a Subsidiary Issuer designates such Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture; PROVIDED, HOWEVER, in either case that any such termination shall occur only to the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the extent that all obligations of the Company such Guarantor under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge all of all guarantees by such Subsidiary Guarantor its Guarantees of any Indebtedness of the Company Issuer or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary any Indebtedness of any other Guarantor shall be released also terminate upon such release and relieved none of its Equity Interests are pledged for the benefit of any obligations under its holder of any Indebtedness of Issuer or any Indebtedness of any Restricted Subsidiary Guarantee and this Indentureof Issuer. Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel ' Certificate, to the effect that such sale or other disposition, designation, release disposition or discharge that such designation was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary such Guarantor from its obligations under its Subsidiary Note Guarantee. The Trustee will provide any written confirmation or evidence of the termination of such Note Guarantee as reasonably required by the Representative. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this IndentureIndenture as provided in this Article 11.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event of a sale or other disposition of all of Subsidiary Guaranty upon the Capital Stock consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, merger or amalgamationthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty (i) if such Subsidiary Guarantor not released from its obligations under its is no longer a Material Subsidiary Guarantee shall remain liable for or (ii) if such Subsidiary Guarantor is a Real Estate Subsidiary and such Real Estate Subsidiary is entering into a transaction in respect of which it incurs Indebtedness in reliance on Section 6.01(h). (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents (other than unasserted contingent indemnification obligations not yet due and payable) and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event applicable Guaranty Agreement, and any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a sale or other disposition result of all which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if consent of the Capital Stock Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any Subsidiary Guarantor termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, merger or amalgamationthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under the applicable Guaranty Agreement and release its Subsidiary Guarantee. Any Liens on any Equity Interests of such Subsidiary Guarantor not released from its obligations under its which have been pledged as Collateral if such Subsidiary Guarantee shall remain liable for Guarantor is no longer a Material Subsidiary or is no longer required to be a Subsidiary Guarantor in order to meet the full amount of criteria set forth in Section 6.11(a)(ii) or (iii). (c) At such time as the principal of and interest on the Notes Term Loans, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than contingent, indemnification obligations not then due) shall have been paid in full, the Term Loan Commitments shall have been terminated, the applicable Guaranty Agreement and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will shall automatically be released from all of its obligations under its the Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) Guaranty upon the release or discharge consummation of all guarantees any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of Indebtedness such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designationBorrower, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if (i) such Subsidiary Guarantor not released from its obligations under its is no longer a Material Domestic Subsidiary Guarantee shall remain liable for pursuant to the full amount terms of this Agreement or (ii) such Subsidiary Guarantor becomes an Excluded Subsidiary. (c) At such time as the principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than Obligations expressly stated to survive such payment and termination and excluding, for the avoidance of doubt, any Secured Obligations or other obligations, in each case not yet due and payable, under any Swap Agreement or any Banking Services Agreement, and indemnification obligations for which no claim has been asserted) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank) (the foregoing, collectively, the “Final Release Conditions”), the CH Parent Guaranty, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of Holdings and each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) Subject to the event of a sale or other disposition of all terms of the Capital Stock Intercreditor Agreement, a Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any Subsidiary Guarantor transaction permitted by this Agreement (including by way virtue of consolidationany amendment, merger waiver or amalgamationconsent in accordance with this Agreement) as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Holders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this clause (a), the holders of the Notes shall execute and deliver to one the applicable Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or more Persons that are not release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes. (either before b) Subject to the terms of the Intercreditor Agreement and so long as no Default or after giving effect to such transaction) Event of Default has occurred and is continuing or would result therefrom, the Company or Restricted Subsidiaries holders of the Notes shall, promptly upon the request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor is no longer obligated to be a Subsidiary Guarantor pursuant to Section 9.8 hereof; provided, however, that in no event shall any Subsidiary Guarantor be released pursuant to this Section 22.10(b) unless and until such Subsidiary Guarantor is not released from any of the following (including as the result of any substantially contemporaneous release of such Subsidiary Guarantor as such): (i) a guarantor (whether directly or indirectly) in respect of obligations of the Company or any Domestic Subsidiary under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) or (ii) liable as a borrower, co-borrower or other obligor under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) (other than (x) as a Foreign Subsidiary Borrower solely with respect to its direct obligations, (y) as an obligor solely with respect to its direct obligations under its a Rate Management Transaction (as defined in the Credit Agreement) or (z) as a Foreign Subsidiary Guarantee shall remain liable for pledging collateral under a Collateral Document (as defined in the full amount Credit Agreement) solely to secure the obligations of one or more Foreign Subsidiaries). (c) Subject to the terms of the Intercreditor Agreement and subject to any reinstatement provision contained in the applicable Subsidiary Guaranty, at such time as the principal of and interest on the Notes and for all fees, expenses and other amounts payable under the Transaction Documents (in each case, other than obligations expressly stated to survive such payment) shall have been paid in full in cash, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) Subject to the terms of the Intercreditor Agreement, upon any sale or disposition by any Bank Borrower or Subsidiary Guarantor (other than to any Bank Borrower or Subsidiary Guarantor) of any Collateral in a transaction permitted under this Agreement (including by virtue of any merger or consolidation permitted under this Agreement) the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any such termination or release pursuant to this Section, the holders of the Notes shall execute and deliver to the applicable Bank Borrower or Subsidiary Guarantor, at such Bank Borrower’s or Subsidiary Guarantor’s expense, all documents that such Bank Borrower or Subsidiary Guarantor shall reasonably request to evidence such termination or release; provided, however, that (i) the holders of the Notes shall not be required to execute any such document on terms which, in any holder’s reasonable opinion, would expose such holder to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of such sale or disposition, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes. (e) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to entering into by any such creditor of any release, discharge or termination set forth in clauses (a) through (d) of this Section 22.10 unless a proportionate amount of such consideration or remuneration (in addition to the consideration or remuneration paid to such other creditors) is concurrently paid, on the same terms, to the holders of the Notes; provided, however that, for the avoidance of doubt, customary fees paid to one or more lenders and/or their affiliates in connection with a Permitted Refinancing shall not be considered consideration or remuneration under this Indentureclause (e). (f) Effective as of the Effective Date, the parties hereto agree that (i) each of the Subsidiary Guarantors (as defined in the Existing Note Agreement) is hereby released from its obligations under the Subsidiary Guaranty (as defined in the Existing Note Agreement) and (ii) the Subsidiary Guaranty (as defined in the Existing Note Agreement) is hereby terminated and of no further force or effect (other than any provisions thereof which expressly survive termination in accordance with the terms thereof). When this Agreement is executed and delivered by the Company, Prudential, the Existing Holders and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential, each Existing Holder and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, Modine Manufacturing Company By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/Xxxxx Xxxxxxxxxxx Vice President By: /s/Xxxxx Xxxxxxxxxxx Vice President By: PGIM, Inc. (as Investment Manager) By: /s/Xxxxx Xxxxxxxxxxx Vice President By: /s/Xxxxx Xxxxxxxxxxx Assistant Vice President

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will shall automatically be released and discharged in full from all of its obligations under its the Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) Guaranty upon the release or discharge consummation of all guarantees any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of Indebtedness such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designationBorrower, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty (i) if such Subsidiary Guarantor is no longer a Material Subsidiary or (ii) if, as of the time such Subsidiary Guarantor is released and immediately after giving effect thereto, the Guarantee of such Subsidiary Guarantor is not required by Section 5.09(b).; provided that the Administrative Agent shall have received a certificate from a Financial Officer of the Borrower certifying that Borrower shall promptly take such actions as it is required to take under any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater or (ii) any Capital Markets Debt to cause such Subsidiary Guarantor to be released from its obligations under its Subsidiary Guarantee shall remain liable for Guarantee, if any, of such Debt Facility or Capital Markets Debt. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Obligations (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated or expired and no Letters of Credit shall be outstanding (or, if outstanding, such Letters of Credit have been cash collateralized or other arrangements with respect thereto have been made, in each case, on terms reasonably satisfactory to the Administrative Agent and the Issuing Bank) (such time, “Facility Termination”), the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate and be released and discharged in full, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Subsidiary Guaranty, and any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a sale or other disposition result of all which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if consent of the Capital Stock Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any Subsidiary Guarantor termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, merger or amalgamationthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and release its Subsidiary Guarantee. Any Liens on any Equity Interests of such Subsidiary Guarantor not released from its obligations under its which have been pledged as Collateral if such Subsidiary Guarantee shall remain liable for Guarantor is no longer a Material Subsidiary or is no longer required to be a Subsidiary Guarantor in order to meet the full amount of criteria set forth in Section 5.09(d). (c) At such time as the principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than the Unliquidated Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will shall automatically be released from all of its obligations under its the Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) Guaranty upon the release or discharge consummation of all guarantees any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of Indebtedness such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the applicable Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by any Agent. (b) Further, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designationBorrower, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its is no longer a Material Restricted Domestic Subsidiary; provided that, notwithstanding the foregoing or anything else contained in the Loan Documents, if any Subsidiary Guarantee Guarantor ceases to be a Material Restricted Domestic Subsidiary, such Subsidiary Guarantor shall remain liable for automatically cease to be a Subsidiary Guarantor. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Obligations, and Unliquidated Obligations) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will shall automatically be released from all of its obligations under its the Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) Guaranty upon the release or discharge consummation of all guarantees any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of Indebtedness such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except with respect to any customary further assurances that are expressly agreed to in writing by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designationBorrower, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise not released from its obligations under its required pursuant to this terms of this Agreement to provide a Subsidiary Guarantee shall remain liable for Guaranty or (ii) such release is approved, authorized or ratified by the full amount of requisite Lenders pursuant to Section 9.02. (c) At such time as the principal of and interest on the Notes Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other Obligations expressly stated to survive such payment and termination and excluding, for the avoidance of doubt, any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) then due and payable shall have been paid in full in cash, the Commitments shall have been terminated (the foregoing, collectively, the “Final Release Conditions”) and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Borrower thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guarantor under this IndentureGuaranty pursuant hereto.

Releases of Subsidiary Guarantors. In (a) Subject to the event of a sale or other disposition of all terms of the Capital Stock Intercreditor Agreement, a Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any Subsidiary Guarantor transaction permitted by this Agreement (including by way virtue of consolidationany amendment, merger waiver or amalgamationconsent in accordance with this Agreement) as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Holders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this clause (a), the holders of the Notes shall execute and deliver to one the applicable Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or more Persons that are not release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes. (either before b) Subject to the terms of the Intercreditor Agreement and so long as no Default or after giving effect to such transaction) Event of Default has occurred and is continuing or would result therefrom, the Company or Restricted Subsidiaries holders of the Notes shall, promptly upon the request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor is no longer obligated to be a Subsidiary Guarantor pursuant to Section 9.8 hereof; provided, however, that in no event shall any Subsidiary Guarantor be released pursuant to this Section 22.10(b) unless and until such Subsidiary Guarantor is not released from any of the following (including as the result of any substantially contemporaneous release of such Subsidiary Guarantor as such): (i) a guarantor (whether directly or indirectly) in respect of obligations of the Company or any Domestic Subsidiary under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) or (ii) liable as a borrower, co-borrower or other obligor under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) (other than (x) as a Foreign Subsidiary Borrower solely with respect to its direct obligations, (y) as an obligor solely with respect to its direct obligations under its a Rate Management Transaction (as defined in the Credit Agreement) or (z) as a Foreign Subsidiary Guarantee shall remain liable for pledging collateral under a Collateral Document (as defined in the full amount Credit Agreement) solely to secure the obligations of one or more Foreign Subsidiaries). (c) Subject to the terms of the Intercreditor Agreement and subject to any reinstatement provision contained in the applicable Subsidiary Guaranty, at such time as the principal of and interest on the Notes and for all fees, expenses and other amounts payable under the Transaction Documents (in each case, other than obligations expressly stated to survive such payment) shall have been paid in full in cash, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) Subject to the terms of the Intercreditor Agreement, upon any sale or disposition by any Bank Borrower or Subsidiary Guarantor (other than to any Bank Borrower or Subsidiary Guarantor) of any Collateral in a transaction permitted under this Agreement (including by virtue of any merger or consolidation permitted under this Agreement) the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any such termination or release pursuant to this Section, the holders of the Notes shall execute and deliver to the applicable Bank Borrower or Subsidiary Guarantor, at such Bank Borrower’s or Subsidiary Guarantor’s expense, all documents that such Bank Borrower or Subsidiary Guarantor shall reasonably request to evidence such termination or release; provided, however, that (i) the holders of the Notes shall not be required to execute any such document on terms which, in any holder’s reasonable opinion, would expose such holder to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of such sale or disposition, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes. (e) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to entering into by any such creditor of any release, discharge or termination set forth in clauses (a) through (d) of this Section 22.10 unless a proportionate amount of such consideration or remuneration (in addition to the consideration or remuneration paid to such other creditors) is concurrently paid, on the same terms, to the holders of the Notes; provided, however that, for the avoidance of doubt, customary fees paid to one or more lenders and/or their affiliates in connection with a Permitted Refinancing shall not be considered consideration or remuneration under this Indentureclause (e). When this Agreement is executed and delivered by the Company, Prudential and the Existing Holders, it shall become a binding agreement between the Company, on one hand, and Prudential and each Existing Holder, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, Modine Manufacturing Company By:/s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ Xxxxx Xxxxxxxxxxx Vice President By: /s/ Xxxxx Xxxxxxxxxxx Vice President By: PGIM, Inc. (as Investment Manager) By: /s/ Xxxxx Xxxxxxxxxxx Vice President By: /s/ Xxxxx Xxxxxxxxxxx Assistant Vice President (1) All payments to Prudential shall be made by wire transfer of immediately available funds for credit to: XXXxxxxx Xxxxx Xxxx, XX Xxx Xxxx, XX ABA No.: 000000000 Account Name: PGIM Inc. - PCG Account No.: 304232491 (2) Address for all communications and notices: PGIM, Inc. c/o Prudential Private Capital Two Prudential Plaza 000 X. Xxxxxxx Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director cc: Vice President and Corporate Counsel (3) Tax Identification No.: 00-0000000 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 100,000,000.00 $ 100,000,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event of a sale or other disposition of all of Subsidiary Guaranty upon the Capital Stock consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor (including ceases to be a Subsidiary; provided that, if so required by way of consolidationthis Agreement, merger or amalgamation), to one or more Persons that are not (either before or after giving effect the Required Lenders shall have consented to such transaction, such consent not to be unreasonably withheld or delayed, and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Company or Restricted Subsidiaries Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designationBorrower, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for is no longer a Material Domestic Subsidiary. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding except for Letters of Credit that have been Cash Collateralized, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Subsidiary Guaranty, and any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a sale or other disposition result of all which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if consent of the Capital Stock Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any Subsidiary Guarantor termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, merger or amalgamationthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and release its Subsidiary Guarantee. Any Liens on any Equity Interests of such Subsidiary Guarantor not released from its obligations under its which have been pledged as Collateral if such Subsidiary Guarantee shall remain liable for Guarantor is no longer a Material Subsidiary or is no longer required to be a Subsidiary Guarantor in order to meet the full amount of criteria set forth in Section 5.09(c). (c) At such time as the principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than the Unliquidated Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition of all of (other than any lease or license) by any Loan Party (other than to the Capital Stock Borrower or any Subsidiary) of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) Collateral in a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company transaction permitted under this Indenture are discharged in accordance with the terms hereof Agreement, or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved effectiveness of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company written consent to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for is no longer a Material Domestic Subsidiary. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event of a sale or other disposition of all of Subsidiary Guaranty upon the Capital Stock consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including by way of consolidation, merger pursuant to clause (b) or amalgamation(c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to one any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or more Persons release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except with respect to any customary further assurances that are not expressly agreed to in writing by the Administrative Agent. (either before or after giving effect to such transactionb) Further, the Company or Restricted Subsidiaries Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise not released from its obligations under its required pursuant to this terms of this Agreement to provide a Subsidiary Guarantee shall remain liable for Guaranty or (ii) such release is approved, authorized or ratified by the full amount of requisite Lenders pursuant to Section 9.02. (c) At such time as the principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other Obligations expressly stated to survive such payment and termination and excluding, for the avoidance of doubt, any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) then due and payable shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guarantor under this IndentureGuaranty pursuant hereto.

Releases of Subsidiary Guarantors. In A Subsidiary Guarantor shall automatically be released from its obligations under the event of a sale or other disposition of all of Subsidiary Guaranty upon the Capital Stock consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (a) Further, merger or amalgamationthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its constitutes an Excluded Subsidiary Guarantee (other than an Excluded Subsidiary of the type described in clause (v) of the definition thereof, unless such Subsidiary either (x) becomes non-Wholly-Owned pursuant to a bona fide equity investment by a non-Affiliate third-party or (y) becomes a bona fide joint venture with a non-Affiliated third party as determined in good faith by the Company in consultation with the Administrative Agent); provided that no such release shall remain liable for occur if such Subsidiary Guarantor continues (after giving effect to the full amount consummation of such transaction or designation) to be a guarantor or provide any credit support in respect of any Material Indebtedness or Restricted Debt of any Borrower or any Restricted Subsidiary. (b) At such time as the principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Obligations, Banking Services Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transactiona) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated A Subsidiary Guarantor shall automatically be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under the Subsidiary Guaranty upon (x) Payment in Full or (y) the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release (including payoff letters, lien releases and UCC-3 termination statements). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each other Secured Party to without the consent of any Secured Party), upon the request of the Borrower, release (i) any Subsidiary Guarantor (and any assets of such Subsidiary Guarantor that are encumbered by a Lien in favor of the Administrative Agent) from its obligations under any Loan Document if such Subsidiary Guarantee shall remain liable for Guarantor ceases to constitute a Material Domestic Subsidiary or the full amount Required Lenders otherwise consent to such release and (ii) any pledge of principal of and interest on the Notes and for the other obligations Equity Interests of any Subsidiary if such Subsidiary ceases to constitute a Material Foreign Subsidiary or the Required Lenders otherwise consent to such release. (c) Upon the Payment in Full, the Subsidiary Guaranty and all obligations and liabilities (other than contingent indemnification obligations for which no claim has been asserted) of each Subsidiary Guarantor under this Indenturethereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In If no Default or Event of Default exists under this Indenture or would be caused thereby, in the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by way of merger, consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereofotherwise, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor (in the event of Indebtedness a sale or other disposition, by way of such merger, consolidation or otherwise, of all the Company or a Capital Stock of such Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenturesuch acquiring corporation or other Person (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor), if other than a Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Subsidiary Guarantee; PROVIDED, that the Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.16 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof4.16, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any such Subsidiary Guarantor under this Indenture as provided in Article X. Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under its Subsidiary Guarantee and any Unrestricted Subsidiary that becomes a Restricted Subsidiary and any newly created or newly acquired Subsidiary that is or becomes a Subsidiary shall be required to execute a supplemental indenture in accordance with the terms of this Indenture.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition of all of (other than any lease or license) by any Loan Party (other than to the Capital Stock Borrower or any Subsidiary) of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) Collateral in a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company transaction permitted under this Indenture are discharged in accordance with the terms hereof Agreement, or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved effectiveness of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company written consent to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for is no longer a Domestic Subsidiary. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event of a sale or other disposition of all of Subsidiary Guaranty upon the Capital Stock consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (including and is hereby irrevocably authorized by way each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of consolidationdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, merger or amalgamationthe Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), to one or more Persons that are not (either before or after giving effect to such transaction) upon the Company or Restricted Subsidiaries request of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if such Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee shall remain liable for or is no longer a Material Domestic Subsidiary. (c) At such time as the full amount of principal of and interest on the Notes Loans, all LC Disbursements, the fees, expenses and for other amounts payable under the Loan Documents and the other Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under Loan Documents, and all security interests created by the event Collateral Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition of all of (other than any lease or license) by any Loan Party (other than to the Capital Stock Borrower or any Subsidiary) of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) Collateral in a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company transaction permitted under this Indenture are discharged in accordance with the terms hereof Agreement, or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved effectiveness of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company written consent to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except as may otherwise be expressly agreed in writing by the Administrative Agent and such Loan Party. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under its the Subsidiary Guarantee. Any Guaranty if (i) such Subsidiary Guarantor becomes an Excluded Subsidiary or is otherwise not released from its required pursuant to the terms of this Agreement to provide a Subsidiary Guaranty (other than as a result of becoming a non-Wholly Owned Subsidiary) or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) Upon the occurrence of the Termination Date, the Subsidiary Guaranty and all obligations under its (other than those expressly stated to survive such termination) of each Subsidiary Guarantee shall remain liable for Guarantor thereunder, and all security interests created by the full amount Collateral Documents in Collateral and all obligations (other than those expressly stated to survive such termination) of principal of and interest on the Notes and for the other obligations each Loan Party, shall, in each case, automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the any other Subsidiary Guarantor being sold will be released from all that is a parent of its obligations under its Subsidiary Guarantee and this Indenture. In additionsuch Guarantor, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with such parent’s sole assets are the provisions Equity Interests of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor Guarantor) shall automatically be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on Guaranty upon the Notes and for the other obligations consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower); provided that, if so required by this Agreement, the Required Lenders (or such other Lenders as may be required to give consent under this Indenture.Section 11.01) shall have consented to such transaction and the terms of such consent shall not have provided otherwise; (b) A Subsidiary Guarantor (and any other Subsidiary Guarantor that is a parent of such Guarantor, if such parent’s sole assets are the Equity Interests of such Subsidiary Guarantor) shall automatically be released from its obligations under the Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Material Domestic Subsidiary or the Borrower elects to release a Discretionary Guarantor at any time as a result of a single transaction, agreement or arrangement or series of related transactions, agreements or arrangements not prohibited hereunder; provided that, (i) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Borrower certifying that such

Releases of Subsidiary Guarantors. In (a) A Subsidiary Guarantor shall automatically be released from its obligations under the event Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition of all of (other than any lease or license) by any Loan Party (other than to the Capital Stock Borrower or any Subsidiary) of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) Collateral in a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company transaction permitted under this Indenture are discharged in accordance with the terms hereof Agreement, or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved effectiveness of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company written consent to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except as may otherwise be expressly agreed in writing by the Administrative Agent and such Loan Party. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any the Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary (or, in the case of the UK Material Subsidiary, is no longer a Subsidiary), becomes an Excluded Subsidiary or is otherwise not released from its obligations required pursuant to the terms of this Agreement to be a Subsidiary Guarantor; provided that, in the event less than 100% of the Equity Interests in such Subsidiary is sold, disposed of or otherwise transferred and such entity remains a Subsidiary, release under its Subsidiary Guarantee this Section 9.14(b) shall remain liable only be given effect if (x) such sale, disposition or transfer has been consummated for a bona fide business purpose and (y) the full amount applicable transferee shall not be an Affiliate of the Borrower or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as the principal of and interest on the Notes Loans, the fees, expenses and for other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Obligations not yet due and payable, Banking Services Obligations not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and all Unliquidated Obligations have been cash collateralized or otherwise backstopped in a manner satisfactory to the Administrative Agent (the foregoing, collectively, the “Final Release Conditions”), the Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any Subsidiary Guarantor under this Indentureinstrument or performance of any act by any Person.