Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (Bvii) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11, except as a result of a payment in respect of such other Indebtedness by such Subsidiary Guarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited by this Indenture; hereunder), subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided that, upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt request of the consent Administrative Agent, the Borrower shall deliver a certificate of Holders a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the requisite percentage preceding sentence of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; this Section 9.22 shall be without recourse to or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment warranty by the Company of Indebtedness of the Company under the ABL Credit Agreement or Administrative Agent (B) at such time other than as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate Administrative Agent’s authority to the effect that execute and deliver such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIdocuments).

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement): (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary which is not an Affiliate Subsidiary; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary which is not an Affiliate Subsidiary; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection, with any Solvent Liquidation; or (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations, any such Guarantor in (i) to (viii) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Released Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viii) (A) if the Administrative Agent shall take such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time actions as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor are necessary to enter into a Guaranty Agreement pursuant to effect each release described in this Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made 11.09 in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and Section 11.09(b), the Trustee guarantees made herein shall execute remain in full force and effect so long as any Lender shall have any Commitment hereunder, or any Loan or any other Obligation remains outstanding (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In the event of a Post-Closing Reorganization and/or a Permitted Tax Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents reasonably required in order desirable to evidence the or document such release of Guaranty and resignation of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelevant Guarantor.

Release of Guarantors. (a) The Note Guarantee of a Subsidiary Guarantor shall automatically (other than Parent or Crown) will be unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before Equity Interests of, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the properties and assets of, such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of such Subsidiary Guarantor this Indenture; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation or consolidationmerger) by Parent or any Restricted Subsidiary to a any Person that is not a Restricted Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, which Transfer or issuance is made in accordance with the provisions of this Indenture, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (either before or after giving effect to such transaction3) the Company or a Restricted Subsidiaryrelease of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility; provided or (4) the designation of such sale or disposition is not prohibited by Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility. (iiib) upon Except as provided under Article Five, a Note Guarantee of Parent or Crown may be released and discharged only with the liquidation or dissolution consent of each Holder of Notes to which such GuarantorNote Guarantee relates in accordance with Article Eight; provided that no the Note Guarantee of Crown may also be released and discharged upon satisfaction of any of the conditions set forth in clause (1), (2) or (4) of subsection (a) of this Section 10.03 and, if Crown is also released as a guarantor in respect of the Existing Secured Notes, to the extent outstanding, clause (3) of subsection (a) of this Section 10.03. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not have any other Indebtedness outstanding that would have required constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary Guarantor would otherwise be entitled to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by be released from its Guarantee following the Company sale of such Equity Interests) and (ii) until the Issuers shall have delivered to the Trustee of an Officers’ Certificate Certificate, upon which such Trustee shall have no liability in relying, stating that all conditions precedent provided for in this Indenture relating to the effect such transactions have been complied with and that such transaction was made in accordance with the provisions hereof, the release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee (a) Within five (5) Business Days following the written request by the Parent, the Administrative Agent, on behalf of a the Lender Parties, shall release all Subsidiary Guarantor shall automatically be released Guarantors from all their respective obligations under its Guarantee endorsed on the Securities this Agreement and under this Article XIII without need for any further act or the execution or delivery or any documenteach other Loan Document so long as: (i) upon there is no monetary Event of Default existing under this Agreement at the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock time of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that request and no Default or Event of Default shall occur as a result thereof or has occurred and is continuingwill exist immediately following such release; (ivii) upon Legal Defeasance the Borrower or Covenant Defeasance the Parent shall have received and have in accordance with Article XII or satisfaction effect at such time an Investment Grade Rating; and discharge in accordance with Article IV; (viii) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Responsible Officer of the consent of Holders of Parent shall have delivered to the requisite percentage of Securities Administrative Agent a certificate in accordance with Article IX; (vii) at form and substance reasonably satisfactory to the Company’s request, during any Suspension Period; or (viii) (A) if such Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under Guarantees of payment any Senior Financing Transaction or has not then provided (and is not then required by the Company terms of Indebtedness of such Senior Financing Transaction to provide) a guaranty with respect to any Senior Financing Transaction to which any Loan Party is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the Company under event the ABL Credit Agreement or (B) at Parent is not able to make such time as statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor does shall not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor be released from its obligations under this Agreement and each other Loan Document until the Parent makes such statement with respect to such Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (ii) and (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor in accordance with Section 5.01(j)(v). (b) In addition to the foregoing, at any time prior to the date on which the Borrower or the Parent shall have received and then have in effect an Investment Grade Rating, within five (5) Business Days after the written request of the Parent (each, an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder or the designation or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary as permitted hereunder, the Administrative Agent, on behalf of the Lender Parties, shall release the Subsidiary Guarantors designated in such request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the Parent shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date such Subsidiary Guarantor is removed as a Guarantor hereunder. (c) At the written request of the Parent, the Administrative Agent, on behalf of the Lender Parties, shall be authorized to (i) release the Parent from its Guarantee endorsed payment obligations with respect to the Guaranty or (ii) cap the amount of such obligations in a manner satisfactory to the Administrative Agent (any of the actions described in clauses (i) and (ii), a “Subject Action”), so long as (A)(1) in the case of a release, the Parent is either then being released from its Obligations as an obligor under each Senior Financing Transaction or is not then an obligor (and is not then required by the terms of any Senior Financing Transaction to become an obligor) with respect to any Senior Financing Transaction or (2) in the case of a liability cap, the Obligations of the Parent under each Senior Financing Transaction are subject to a parallel liability cap satisfactory to the Administrative Agent, (B) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such Subject Action; (C) immediately following such Subject Action the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such Subject Action; (D) the Parent shall have delivered to the Administrative Agent a certificate confirming compliance with clauses (B) and (C) above and (E) during the period commencing on the Securities date on which any Subject Action occurs and ending the date (if any) on which the Parent is reinstated as a Guarantor or the liability cap is lifted, as applicable, in accordance with Section 9.14(d) below (such period being the “Subject Period”), the provisions of Section 9.14(e) below shall apply. For the avoidance of doubt, (i) no Subject Action shall release the Parent from any of its Obligations other than its payment Obligations as a Guarantor (and it is the intent of the parties that the Parent shall continue to be bound by all other covenants, representations and other provisions hereof applicable to it notwithstanding the occurrence of any such Subject Action) and only, in the case of a liability cap, to the extent of such cap (provided, however, that such covenants, representations and other provisions shall be deemed to be revised, mutatis mutandis, to the extent necessary to reflect that the Parent is a Loan Party but not a Guarantor) and (ii) the covenants in Section 5.04 shall continue to be calculated based on the Consolidated Group. (d) Notwithstanding the foregoing, if at any time following a Subject Action (w) the Parent becomes an obligor in respect of a Senior Financing Transaction, (x) the Parent is no longer subject to a parallel liability cap under this Article XIIIany Senior Financing Transaction, (y) the Internal Revenue Service issues guidance clarifying that parent guaranties do not preclude the allocation of related debt in satisfaction of “negative basis” issues or (z) the Parent breaches any provision of Section 9.14(e) below, then, as applicable, the Parent shall be reinstated as a Guarantor hereunder or the liability cap on the Parent’s payment obligations under the Guaranty shall be lifted so that the Obligations of the Parent under the Loan Documents shall be pari passu with the Obligations of the Parent under each Senior Financing Transaction, and the Parent shall execute and deliver such confirmations and ratifications of the Guaranty as the Administrative Agent shall request within five (5) Business Days after such request. (e) Without limiting the provisions of Section 5.02(n), at all times during the Subject Period, (i) the Parent shall not directly hold cash in excess of a de minimis amount, other than on a temporary or pass-through basis held for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), (ii) the Parent’s direct ownership in the Borrower shall at all times account for at least 95% of Total Asset Value; provided, however, that the Parent may hold assets directly on a temporary or pass-through basis for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), and (iii) the Parent shall not incur any direct liabilities in excess of the value of its assets that are not held by the Borrower and its Subsidiaries.

Release of Guarantors. The Guarantee In the event (a) of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of merger, consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary a Guarantor (including by way of other than a merger or consolidation) to a Person that is not (either before consolidation with, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; of assets to, the Borrower or another Subsidiary of the Borrower), or (iiib) upon there occurs a transfer, sale or other disposition of the liquidation voting securities (or dissolution other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such Guarantor; provided that no Default or Event ) shall be released and relieved of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11its Guarantee. Upon delivery by the Company Borrower to the Trustee Agent of a certificate of an Officers’ Certificate Authorized Officer certifying to the effect that Agent and the Lenders the foregoing, such transaction was made in accordance with Guarantor shall be discharged from all further liability and obligation under this Guaranty and the provisions hereof, the Trustee Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed Guarantee; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Securities Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under this Article XIIIGuaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such sale retained by the Borrower or any Subsidiary.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (i) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is not prohibited by this Indenture; becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Termination Date and (b) any Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture qualified as an Unrestricted “Excluded Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is ” shall be released from its obligations under Guarantees of payment by the Company of Indebtedness of Administrative Agent promptly following the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery request therefor by the Company to the Trustee of an Officers’ Certificate to the effect Borrower; provided, however, that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed the Loan Guaranty solely on the Securities basis of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type, (A) no Event of Default under clauses (a), (f) or (g) of Section 7.01 shall have occurred and under be continuing and (B) such Person becomes an Excluded Subsidiary as a result of a transaction entered into for a bona fide business purpose. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Person’s expense, all documents that such Person shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary or disposition is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited by this Indenture; hereunder, including, for the avoidance of doubt, any Permitted Practice Subsidiary Restructuring) in each case subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur Borrower to the Administrative Agent at any time as a result thereof of a single transaction or has occurred series of related transactions not prohibited hereunder and is continuing; subject, if applicable, to the Specified Guarantor Release Provision and (ivb) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted that meets the definition of “Excluded Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is ” shall be released from its obligations under Guarantees of payment by the Company of Indebtedness of Administrative Agent promptly following the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery request therefor by the Company Borrower, subject, if applicable, to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Specified Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIRelease Provision.

Release of Guarantors. The Guarantee In the event (a) of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of merger, consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary a Guarantor (including by way of other than a merger or consolidation) to a Person that is not (either before consolidation with, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; of assets to, the Borrower or another Subsidiary of the Borrower), or (iiib) upon there occurs a transfer, sale or other disposition of the liquidation voting securities (or dissolution other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), in each case in accordance with the terms hereof, then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such Guarantor; provided that no Default or Event ) shall be released and relieved of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11Guaranty. Upon delivery by the Company Borrower to the Trustee Agent of a certificate of an Officers’ Certificate Authorized Officer certifying to the effect that Agent and the Lenders the foregoing, such transaction was made in accordance with Guarantor shall be discharged from all further liability and obligation under the provisions hereof, Guaranty and the Trustee Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed the Guaranty; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Securities Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under this Article XIIIthe Guaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such sale retained by the Borrower or any Subsidiary.

Release of Guarantors. The If at any time after the Closing Date and in connection with the Guarantee of any Loan Party in this Article VII (i) subject to the requirements of Section 5.11(c), in the case of a Subsidiary Foreign Subsidiary, the Administrative Agent (after consultation with Borrower) determines that in the case of any existing Guarantor, it would not be commercially reasonable for such Guarantor to remain a Guarantor (taking into account the expense (including taxes), the ability of Borrower or such Guarantor to obtain any necessary approvals or consents required to be obtained under applicable law (but have not been previously obtained) in connection therewith, and the effectiveness and enforceability thereof under applicable law) or (ii) such Guarantee becomes illegal under applicable law and such Loan Party delivers to the Administrative Agent, the Lenders and the Collateral Agent a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the same effect as the issuance of a Guarantee that would not be illegal under applicable law, then, so long as such Guarantor has been released or is contemporaneously released under any other guaranty such Guarantor may be a party to, in case of each of the immediately preceding clauses (i) and (ii), the Collateral Agent shall automatically (at the expense of Borrower) take all action necessary to release its security interest in that portion of the Security Agreement Collateral owned by such Guarantor (provided, however, that 66% of the Equity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from all obligations under its Guarantee endorsed on the Securities Security Agreement Collateral)), and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is be released from its obligations under Guarantees of payment by the Company of Indebtedness in respect of the Company under Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “Released Guarantor,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the ABL Credit Agreement or case of an event described in the immediately preceding clause (B) at i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date that the Administrative Agent makes a determination described in such time as clause (i); provided that, such Subsidiary Released Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor shall continue to enter into a Guaranty Agreement pursuant be subject to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII5.11(b).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on Loan Guaranty shall be automatically released) (a) upon the Securities and under this Article XIII without need for consummation of any further act permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the execution or delivery or Borrower, (b) in the case of any document: Discretionary Guarantor, the Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Borrower, (i) upon the sale such Discretionary Guarantor is or other disposition becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (including by way of consolidation or mergerii) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) election and release, the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets Indebtedness of such Subsidiary Discretionary Guarantor (including by way outstanding upon such election and release will be deemed to constitute Indebtedness of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is not a Subsidiary Guarantor under Loan Party for purposes of this Indenture Agreement, in each case as an Unrestricted Subsidiary; certified by a Responsible Officer of the Borrower, and/or (vic) upon receipt the occurrence of the consent Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. Any execution and delivery of Holders documents pursuant to the preceding sentence of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; this Section 9.22 shall be without recourse to or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment warranty by the Company of Indebtedness of the Company under the ABL Credit Agreement or Administrative Agent (B) at such time other than as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate Administrative Agent’s authority to the effect that execute and deliver such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIdocuments).

Release of Guarantors. The Guarantee If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from the Loan Documents, (a) all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of substantially all of the Capital Stock Equity Interests or property of such Subsidiary Guarantor are sold or otherwise transferred to a Person that person or persons, none of which is not a Loan Party or (either before b) such Guarantor becomes an Immaterial Subsidiary or after giving effect an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such transaction) Subject Guarantor shall, upon the Company or a Restricted Subsidiary; provided consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the Equity Interests of the Subject Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released; provided that (i) the release of any Subject Guarantor that becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, (A) no Event of Default exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Subsidiary Guarantor Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 7.06 (including by way of merger or consolidationother than pursuant to clause (i) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent definition of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (BPermitted Investments herein) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into and (C) a Guaranty Agreement pursuant to Section 10.11. Upon delivery by Responsible Officer of the Company Lead Borrower certifies to the Trustee Administrative Agent compliance with preceding clauses (A) and (B)) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of an Officers’ Certificate any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to the effect that such transaction was made each release described in this Section 11.15 in accordance with the relevant provisions hereofof the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Trustee Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and substance, and issued by a financial institution, reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall execute any documents reasonably required in order terminate with respect to evidence all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the release terms of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIAgreement.

Release of Guarantors. The Guarantee of a Subsidiary Any Guarantor shall be automatically be released from all its obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for hereunder: (1) in connection with any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary that Guarantor (including by way of merger merger, consolidation or consolidationamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such Subsidiary of the Company, if the sale or other disposition does not violate Section 6.5; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not prohibited by (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Subsidiary” under this Indenture; Agreement and (iiiy) the sale or other disposition does not violate Section 6.5; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 5.12; (4) upon the liquidation or dissolution of such Guarantor; provided and (5) in the case of a Guarantor that no Default or Event of Default shall occur as is not a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Wholly Owned Restricted Subsidiary that is has voluntarily issued a Guarantee of the Obligations under the Loan Documents, upon notice to the Administrative Agent by the Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or pursuant to Section 6.3 and (y) all transactions entered into by such Restricted Subsidiary while a Guarantor would be permitted under this Indenture Agreement at the time its Guarantee is released; provided that the Company shall have delivered to the Administrative Agent, at least five days, or such shorter period as an Unrestricted Subsidiary; (vi) upon receipt the Administrative Agent may agree, prior to the date of the consent release, a written notice of Holders such for release identifying the relevant Guarantor and, in the case of a release described in clause (1) or (2) above the terms of the requisite percentage sale or other disposition in reasonable detail, together with a certification by the Company stating that such transaction is in compliance with this Agreement and the other Loan Documents. In connection with any such release of Securities in accordance with Article IX; (vii) any Guarantor, the Administrative Agent shall execute and deliver to the Company, at the Company’s requestexpense, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by all UCC termination statements and other documents that the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order request to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelease.

Release of Guarantors. The Guarantee of (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), a Subsidiary Guarantor shall automatically be released and relieved from all of its obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any Seven, and such Guarantor’s Guarantee shall be terminated and be of no further act force or the execution or delivery or any document: (i) effect, upon the sale or other disposition (including by way of consolidation or merger) of all request of the Capital Stock Company (without the consent of such Subsidiary Guarantor to a Person that is not (either before or the Trustee) if, immediately after giving effect to such transaction) release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of such Guarantor), the Company or would be in compliance with Section 504 hereof, including in the event of a Restricted Subsidiary; provided such sale or other disposition is not prohibited by this Indenture; as a result of which such Guarantor would cease to be a Subsidiary. (iib) upon In order to effect the sale or disposition of all or substantially all of release and termination provided for in Section 702(a), the assets of such Subsidiary Guarantor (including by way of merger or consolidation) Company shall furnish to a Person that is not (either before or the Trustee an Officers’ Certificate stating that, immediately after giving effect to such transaction) the Company release and termination (as well as any concurrent release, termination, repayment or a Restricted Subsidiary; provided such sale discharge of any other guarantee or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution other Debt of such Guarantor; provided ), the Company will be in compliance with Section 504 hereof. In the event that no Default the release and termination is in connection with a sale or Event of Default shall occur other disposition as a result thereof of which a Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of such Guarantor and any other Debt of such Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or has occurred this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon termination. After its receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an aforementioned Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofCertificate, the Trustee shall execute any documents reasonably required requested by either the Company or the applicable Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIISeven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release a Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), no Guarantor shall be released from its obligations under this Article Seven and its Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), such Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless a Guarantor has been released, or in connection with such transaction will be released, from its obligations under its Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, such Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under its Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under its Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of a Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as such Guarantor herein; and thereafter, except in the case of a lease, such Guarantor shall be released and relieved from all of its obligations under this Article Seven, and such Guarantor’s Guarantee shall be terminated and be of no further force or effect.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document) shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited by this Indenture; hereunder), subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur Borrower Representative to the Collateral Agent at any time as a result thereof of a single transaction or has occurred and is continuing; series of related transactions not prohibited hereunder, (ivb) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as that meets the definition of an Unrestricted “Excluded Subsidiary; ” shall be released by the Collateral Agent promptly following the request therefor by the Borrower Representative, subject, if applicable, to the Specified Guarantor Release Provision, (vic) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is Holdings shall be released from its obligations under Guarantees of payment by its Loan Guaranty and the Company of Indebtedness of other Loan Documents upon the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee consummation of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee IPO of Holdings and (d) Intermediate Dutch Holdings shall execute any documents reasonably required in order to evidence the release of such Guarantor be released from its obligations under its Guarantee endorsed on Loan Guaranty and the Securities other Loan Documents upon the consummation of an IPO of Intermediate Dutch Holdings. In connection with any such release, the Collateral Agent shall promptly execute and under deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Collateral Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Collateral Agent (other than as to the Collateral Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (Bvii) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.1110.16, except as a result of a payment in respect of such other Indebtedness by such Subsidiary Guarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Release of Guarantors. The Guarantee (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Section 13.3 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Guarantee Guaranty endorsed on the Securities and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 8.2 hereof, such Guarantor shall automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. The Guarantee If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party or a Subsidiary thereof in accordance with the Credit Agreement (a “Transferred Guarantor”) such Transferred Guarantor shall automatically shall, upon the consummation of such sale, transfer or designation, be released from all its obligations under this Agreement and its Guarantee endorsed on obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets Equity Interests of the Transferred Guarantor, the pledge of such Subsidiary Guarantor (including by way of merger or consolidation) Equity Interests to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made 29 in accordance with the relevant provisions hereofof the Security Documents. In witness whereof, this Guarantee Agreement has been duly executed by the Trustee shall execute any documents reasonably required in order to evidence Guarantors as of the release day and year first set forth above. EBS MASTER LLC, as Parent Guarantor By: Name: Title: ADVANCED BUSINESS FULFILLMENT, LLC CAREINSITE LLC CLAIMS PROCESSING SERVICE LLC DAKOTA IMAGING LLC EMDEON CLINICAL SERVICES, LLC ENVOY LLC EXPRESSBILL LLC HEALTHCARE INTERCHANGE LLC ILLINOIS MEDICAL INFORMATION NETWORK LLC IMS-NET OF CENTRAL FLORIDA LLC IMS-NET OF COLORADO LLC IMS-NET OF ILLINOIS LLC INTERACTIVE PAYER NETWORK LLC KINETRA LLC MEDE AMERICA LLC MEDE AMERICA OF OHIO LLC MEDI, INC. MEDIFAX, INC. MEDIFAX-EDI HOLDINGS, INC. MEDIFAX-EDI, LLC MEDIFAX-EDI SERVICES, INC. THINC, L.L.C. THINC ACQUISITION LLC, each as a Subsidiary Guarantor By: Name: Title: Acknowledged and Agreed as of such Guarantor from its obligations under its Guarantee endorsed on the Securities date first above written: Citibank, N.A. as Administrative Agent and under this Article XIII.Collateral Agent By: Name: Title:

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement): (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary of the Company or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection, with any Solvent Liquidation; or (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations, any such Guarantor in (i) to (viii) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Released Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viii) (A) if the Administrative Agent shall take such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time actions as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor are necessary to enter into a Guaranty Agreement pursuant to effect each release described in this Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made 11.09 in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and Section 11.09(b), the Trustee guarantees made herein shall execute remain in full force and effect so long as any Lender shall have any Commitment hereunder, or any Loan or any other Obligation remains outstanding (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements and Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In the event of a Post-Closing Reorganization and/or a Permitted Tax Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents reasonably required in order desirable to evidence the or document such release of Guaranty and resignation of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelevant Guarantor.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor Loan Party shall automatically be released from all its obligations under hereunder (and its Loan Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: shall be automatically released) (i) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions if as a result thereof such Subsidiary Guarantor Loan Party ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is not prohibited by this Indenture; becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the sale or disposition of all or substantially all occurrence of the assets Termination Date and (b) any Subsidiary Loan Party that qualifies as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower. Notwithstanding the forgoing, no Subsidiary Loan Party shall be automatically released from its Guarantee (and related Collateral security) solely by virtue of such Person becoming an Excluded Subsidiary Guarantor pursuant to clause (including by way b) of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted definition of “Excluded Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur ” other than as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is of a Subsidiary Guarantor transaction permitted under this Indenture as an Unrestricted SubsidiaryAgreement that was done for a bona fide business purpose and not in contemplation of adversely affecting the Secured Parties’ interests in the Guarantees and Collateral. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; (vi) provided, that, in connection with such documents requested by any Loan Party, upon receipt the request of the consent Administrative Agent, the Borrower shall deliver a certificate of Holders a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the requisite percentage preceding sentence of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; this Section 9.23 shall be without recourse to or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment warranty by the Company of Indebtedness of the Company under the ABL Credit Agreement or Administrative Agent (B) at such time other than as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate Administrative Agent’s authority to the effect that execute and deliver such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIdocuments).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) Subject to the limitations set forth in Sections 5.1 and 5.2 hereof, concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Sections 5.1, 5.2 and 10.3 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Sections 5.1, 5.2 and 10.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities Notes and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Note Guarantee endorsed on the Notes and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Amounts, if any) on the Notes and for the other obligations of a Guarantor under its Note Guarantee endorsed on the Notes and under this Indenture. Concurrently with the defeasance of the Notes under Section 8.2 or satisfaction and discharge of this Indenture under Section 8.5 hereof, the Guarantors shall be released from all of their obligations under their Note Guarantees endorsed on the Notes and under this Indenture, without any action on the part of the Trustee or any Holder of Notes. (b) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor pursuant to Section 5.1 hereof, such Guarantor shall automatically be released from all obligations under its Note Guarantees endorsed on the Notes and under this Indenture in accordance with Sections 5.1 and 5.2. (c) At any time a Guarantor (other than the Company) is no longer an obligor under the Credit Facility, such Guarantor will be released and relieved from all of its obligations under its Note Guarantee.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to such Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time, (iii) such Subsidiary is or becomes an Excluded Subsidiary for a bona fide legitimate business purpose of the Borrower and its Restricted Subsidiaries and not for the primary purpose of causing such Subsidiary to be released as a Subsidiary Guarantor and/or evading the Collateral and Guarantee endorsed on Requirement and (iv) a Responsible Officer of the Securities applicable Borrower certifies to the Administrative Agent compliance with preceding clauses (i), (ii) and under (iii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of a its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (a) an Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for does not guarantee any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all Indebtedness of the Capital Stock Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to a Person that is not be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (either before or after giving effect to such transactionb) the Company Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iic) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt all of the consent capital stock of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment sold (including by issuance, merger, consolidation or otherwise) by the Company or any of Indebtedness its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guarantee of the Note, and promptly upon the request of the Company under and at the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by expense of the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofCompany, the Trustee shall execute any such documents and take such other action as is reasonably required in order requested by the Company to evidence the release and discharge of such Guarantor from its all such liabilities and obligations under its Guarantee endorsed and shall, if applicable, certify to the Company that such Subsidiary Guarantor has no liabilities or obligations resulting from a demand on the Securities and under this Article XIIIsuch Subsidiary Guarantor’s Guarantee.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document) shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited by this Indenture; hereunder), (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur Borrower Representative to the Administrative Agent at any time as a result thereof of a single transaction or has occurred and is continuing; series of related transactions not prohibited hereunder, (ivb) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as that meets the definition of an Unrestricted “Excluded Subsidiary; ” shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representative, subject, if applicable, to the Specified Guarantor Release Provision, (vic) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is Holdings shall be released from its obligations under Guarantees of payment by its Loan Guaranty and the Company of Indebtedness of other Loan Documents upon the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee consummation of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee IPO of Holdings and (d) Intermediate Dutch Holdings shall execute any documents reasonably required in order to evidence the release of such Guarantor be released from its obligations under its Guarantee endorsed on Loan Guaranty and the Securities other Loan Documents upon the consummation of an IPO of Intermediate Dutch Holdings. In connection with any such release, the Administrative Agent shall promptly execute and under deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement, (i) any Guarantor ceases to be a Restricted Subsidiary pursuant to a transaction or designation permitted by this Agreement or upon consummation of the Group Refinancing Transactions; (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, a Permitted Affiliate Parent, another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (iv) [Reserved]; (v) a Guarantor is prohibited or restricted by applicable law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) such Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II (provided that such Guarantor is not under any obligation to pay principal and/or interest on the Facilities); (vii) such Guarantor resigns as a result of, and in connection, with any Solvent Liquidation; and (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations,(any such Guarantor in (i) to (viii) above, a “Transferred Guarantor”), such Transferred Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Transferred Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Transferred Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viii) (A) if the Administrative Agent shall take such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time actions as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor are necessary to enter into a Guaranty Agreement pursuant to effect each release described in this Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made 11.09 in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to clauses (a) and (b) of this Section 11.09, the Trustee guarantees made herein shall execute remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In connection with, and upon the consummation of, the Group Refinancing Transactions, any Guaranty of Cable & Wireless Limited (to the extent that it is not the New Intermediate Holdco) and C&W Communications shall automatically be released. (e) In the event of a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (f) The Administrative Agent shall be authorized to enter into any documents reasonably required in order desirable to evidence the or document such release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Guaranty and under this Article XIIIresignation of Guarantor.

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon Upon the sale or other disposition (including by way of consolidation merger or mergerstock purchase) of all of a Guarantor (other than the Capital Stock of such Subsidiary Guarantor Parent) as an entirety to a Person that an entity which is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition and is not prohibited by this Indenture; (ii) upon required to become a Guarantor, or the sale or disposition designation of all or substantially all of the assets of such Subsidiary a Guarantor (including by way of merger or consolidationother than the Parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as become an Unrestricted Subsidiary; , which transaction is otherwise in compliance with this Indenture (vi) upon receipt including, without limitation, the provisions of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestSection 4.13, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is shall be deemed released from its obligations under Guarantees its guarantee of payment by the Company Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees, and under all of its pledges of assets or other security interests which secure, any of the Company's or the Parent's Indebtedness or Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other of their respective Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's or the Parent's Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11or any Indebtedness of any of their respective Subsidiaries. Upon delivery by the Company to the Trustee of an Officers’ Certificate Officer's Certificate, to the effect that such transaction sale or other disposition or that such designation was made by the Company in accordance with the provisions hereofof this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee endorsed shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIIIX. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document) shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Person Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) it is not no longer a direct or indirect subsidiary of the Borrower or (either before or y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 6.05 (it being understood, this proviso shall not limit the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the definition thereof)) and/or (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Termination Date and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (including by way x) it is no longer a direct or indirect subsidiary of merger the Borrower or consolidation(y) to a Person that is not (either before or after giving pro forma effect to such transaction) release and the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt consummation of the consent of Holders of relevant transaction, the requisite percentage of Securities Borrower is deemed to have made a new Investment in accordance with Article IX; such Person (vii) at the Company’s request, during any Suspension Period; or (viii) (A) as if such Subsidiary Guarantor Person was then newly acquired) and such Investment is released from its obligations permitted under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or Section 6.05 (B) at such time as such Subsidiary Guarantor does it being understood, this proviso shall not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence limit the release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the definition thereof). In connection with any such Guarantor from its obligations under its Guarantee endorsed on release, the Securities Administrative Agent shall promptly execute and under deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor Parent shall automatically be released from all its obligations under its Guarantee endorsed on in the Securities and under this Article XIII without need for event of any further act or the execution or delivery or any document: (i) upon the merger, sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) involving the Company or that also constitutes a Restricted Subsidiary; provided such sale or disposition is Change of Control with respect to the Company (but not prohibited by this Indenture; (iiwith respect to Parent). Notwithstanding Section 10.3(a) hereof, upon the sale or disposition (including by merger or stock purchase) of all a Subsidiary Guarantor (as an entirety) to an entity which is not and is not required to become a Subsidiary Guarantor, or substantially all the designation of a Subsidiary to become an Unrestricted Subsidiary, in each case, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.13 hereof), or solely in the case of a Guarantee arising solely as a result of the assets second paragraph of Section 4.15 hereof, the release or termination of the guarantee giving rise to the obligation to enter into a Guarantee, such Subsidiary Guarantor shall be released automatically from its obligations under its Subsidiary Guarantee; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor (including by way under all of merger its guarantees of any Indebtedness of either Issuer or consolidation) to a Person that is not (either before any Indebtedness of Parent or after giving effect to any of the other Subsidiaries or any Subsidiary of Parent shall also terminate upon such transaction) the Company or a Restricted Subsidiary; provided such release, sale or disposition is not prohibited by this Indenture; (iii) upon transfer and none of its Equity Interests are pledged for the liquidation or dissolution benefit of such Guarantor; provided that no Default or Event any holder of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement either Issuer or (B) at such time as such Subsidiary Guarantor does not have any Indebtedness of Parent or any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11or any Subsidiary of Parent. Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate Officer’s Certificate, to the effect that such transaction sale or other disposition or that such designation was made by the Issuers in accordance with the provisions hereofof this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its Guarantee endorsed shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIIIX. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation consolidation, merger, dividend, distribution or mergerotherwise) of all of the Capital Stock of by such Subsidiary Guarantor to a any Person that is not (either before a Guarantor or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Issuer of all or substantially all of the properties and assets of such Subsidiary Guarantor, so long as such Transfer is made in accordance with the applicable provisions of this Indenture and such Subsidiary Guarantor is also released from its Guarantee and all pledges and security interests granted in connection with Certain Other Indebtedness; (including 2) the designation by the Issuer of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (3) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation, merger, dividend, distribution or consolidationotherwise) to a any Person that is not a Guarantor or the Issuer of Equity Interests of such Subsidiary Guarantor or any issuance by such Subsidiary Guarantor of its Equity Interests, such that such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer, so long as such Transfer is made for valid business purposes (either before or after giving effect other than to release the Note Guarantee) and in accordance with the applicable provisions of this Indenture and such transactionSubsidiary Guarantor is also released from its Guarantee and all pledges and security interests granted in connection with Certain Other Indebtedness; (4) the Company merger or a Restricted Subsidiary; provided consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such sale merger or disposition is not prohibited by this Indenture; (iii) consolidation, or, subject to compliance with Article V, upon the liquidation of a Subsidiary Guarantor; (5) the release or dissolution discharge of the Guarantee by, or direct obligation of, such Subsidiary Guarantor in respect of the Certain Other Indebtedness or any other Indebtedness that gave rise to such Subsidiary Guarantor; provided that no Default ’s obligation to provide such Note Guarantee, except in each case, a release or Event of Default shall occur discharge by, or as a result thereof of, payment under such Obligation or has occurred Guarantee, but only if the Liens on Collateral of such Subsidiary Guarantor are also substantially concurrently released pursuant to the terms of any other ABL Obligations and is continuingFixed Asset Obligations; (6) upon payment in full of the principal of, accrued and unpaid interest and premium (if any) on the Notes; or (iv7) upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under of this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX. (b) A Note Guarantee of a Subsidiary Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Notes or other exercise of remedies in respect thereof in accordance with the First Lien and Third Lien Intercreditor Agreement. (c) The Note Guarantees of Holdings will be released (i) if the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described under Article IX, (ii) if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture as described in Article IX; (vii) at through redemption or repurchase of all the Company’s request, during any Suspension PeriodNotes; through repayment in full of the Notes; or otherwise) in accordance with the terms of this Indenture or (viii) (Aiii) if there is a release or discharge of such Subsidiary Guarantee by, or direct obligation of, Holdings of the obligations under Certain Other Indebtedness, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation. (d) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate, upon which the Trustee shall have the right to rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with. At the request of the Issuer, and upon being provided an Officer’s Certificate, the Trustee shall execute and deliver an instrument evidencing such release. (e) If the Note Guarantee of any Guarantor is deemed to be released from its obligations under Guarantees of payment by or is automatically released, the Company of Indebtedness Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the Company under released Guarantor, the ABL Credit Agreement or (B) at basis for release in reasonable detail, and that such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11release complies with this Indenture. Upon At the request of the Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIIX (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Guarantee If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from the Loan Documents, (a) all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of substantially all of the Capital Stock Equity Interests or property of such Subsidiary Guarantor are sold or otherwise transferred to a Person that person or persons, none of which is not a Loan Party or (either before b) such Guarantor becomes an Immaterial Subsidiary or after giving effect an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such transaction) Subject Guarantor shall, upon the Company or a Restricted Subsidiary; provided consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the Equity Interests of the Subject Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released; provided that (i) the release of any Subject Guarantor that becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, (A) no Event of Default exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Subsidiary Guarantor Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 7.06 (including by way of merger or consolidationother than pursuant to clause (i) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent definition of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (BPermitted Investments herein) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into and (C) a Guaranty Agreement pursuant to Section 10.11. Upon delivery by Responsible Officer of the Company Lead Borrower certifies to the Trustee Administrative Agent compliance with preceding clauses (A) and (B) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of an Officers’ Certificate any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to the effect that such transaction was made each release described in this Section 11.15 in accordance with the relevant provisions hereofof the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Trustee Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and substance, and issued by a financial institution, reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall execute any documents reasonably required in order terminate with respect to evidence all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the release terms of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIAgreement.

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation consolidation, merger, dividend, distribution or mergerotherwise) of all of the Capital Stock of by such Subsidiary Guarantor to a any Person that is not (either before a Guarantor or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Issuer of all or substantially all of the properties and assets of such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation , merger, dividend, distribution or consolidationotherwise) to a any Person that is not a Guarantor or the Issuer of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; (either before or after giving effect to such transaction3) the Company merger or a Restricted Subsidiary; provided consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such sale merger or disposition is not prohibited by this Indenture; (iii) consolidation, or upon the liquidation or dissolution of such a Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or (iv4) upon Legal Defeasance legal defeasance, covenant defeasance or Covenant Defeasance satisfaction and discharge of this Indenture in accordance with Article XII Nine. (b) No such release or satisfaction discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and discharge Opinion of Counsel, upon which the Trustee shall have the right to conclusively rely, stating that all conditions precedent provided for in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt relating to such transactions have been complied with. At the request and expense of the consent Issuer, and upon being provided an Officer’s Certificate and Opinion of Holders Counsel, the Trustee shall execute and deliver an instrument evidencing such release. (c) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the requisite percentage of Securities released Guarantor, the basis for release in accordance reasonable detail, and that such release complies with Article IX; (vii) at this Indenture. At the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness request and expense of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Guarantee of a Subsidiary Banks hereby irrevocably agree that any Guarantor (other than Parent, ▇▇▇▇▇ Capital or the Company) shall automatically be released from all this Agreement following the discharge of the Guarantors’ obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for pursuant to Section 10.03 or upon consummation of any further act or the execution or delivery or any document: (i) upon the sale or other disposition transaction permitted hereunder (including by way of consolidation a sale, transfer or merger) of all of the Capital Stock disposition of such Subsidiary Guarantor to a Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (either before other than Parent, the Company, ▇▇▇▇▇ Capital or after giving effect a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such transaction) Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the extent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company or (other than Parent) shall be released if, at any time after becoming a Restricted Subsidiary; provided Guarantor, (i) such sale or disposition is not Guarantor becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the obligations under this Indenture; Agreement or (ii) upon remaining a Guarantor would, in the sale or disposition of all or substantially all reasonable determination of the assets Company, result in material adverse tax consequences to Parent or any of such Subsidiary Guarantor (including its Subsidiaries as reasonably determined by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such GuarantorCompany; provided that no Default or Event of Default such release shall occur as a result thereof under clauses (i) or has occurred (ii) above, to the extent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any debt securities or syndicated credit facilities. The Banks hereby authorize the Administrative Agent to, and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) Administrative Agent will at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness sole cost and expense of the Company under the ABL or applicable Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have Party, execute and deliver any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofinstruments, the Trustee shall execute any documents reasonably required in order documents, and agreements necessary to evidence and confirm the release of such any Guarantor from its obligations under its Guarantee endorsed on pursuant to the Securities and under foregoing provisions of this Article XIIIparagraph, all without the further consent or joinder of any Bank.

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on (a) Notwithstanding anything to the Securities and under this Article XIII without need for contrary in any further act or the execution or delivery or any document: Loan Document, if (i) upon a Subsidiary (other than the sale Lead Borrower) is a Guarantor solely as a result of its designation as a Designated Borrower hereunder or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary because it was designated as a Guarantor pursuant to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Section 5.9(a), and (ii) upon (x) such designation as a Designated Borrower is terminated in accordance with the sale or disposition terms of all this Agreement, (y) such Person ceases to be (or substantially all of simultaneously with its release as a Guarantor will cease to be) a Subsidiary, or (z) the assets of Lead Borrower elects in writing to cause such Subsidiary to cease to be a Guarantor (including by way in the case of merger or consolidationclauses (x) to a Person that is not and (either before or after giving effect to such transactionz), so long as (A) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default exists immediately before and immediately after giving effect to the release of such Subsidiary from its Guaranty and (B) Liens incurred on the assets of such Subsidiary in reliance on clause (l) of Section 6.2 would be permitted at the time of such release (and thenceforth shall occur be deemed) to be incurred in reliance on the other clauses of Section 6.2), then on and after the date that such Subsidiary ceases to be a Subsidiary, or a Designated Borrower or Guarantor hereunder, such Guarantor may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from all of its obligations under this Agreement and the other Loan Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, and in addition to any release pursuant to the immediately preceding sentence, any Guarantor shall be released from its Guaranty to the extent provided in the Guaranty to which it is a party, and each Guaranty shall automatically be released upon termination of the Commitments and payment in full of all Obligations (other than indemnities and other contingent obligations with respect to which no claim for reimbursement has been made and Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower, or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank). (b) At the request of the Lead Borrower, the Administrative Agent shall, at the Lead Borrower’s expense, execute such additional documents as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance are necessary to acknowledge any such release in accordance with Article XII or satisfaction this Section 9.17 and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofapplicable Guaranty, so long as the Trustee Lead Borrower shall execute any documents reasonably required have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Lead Borrower, certifying as to satisfaction of the applicable requirements set forth in order to evidence this Section 9.17 and the release or subordination, as applicable, of such Guarantor from its obligations under its Guarantee endorsed on Guaranty or Collateral in compliance with this Agreement and the Securities and under this Article XIIIapplicable Loan Document.

Release of Guarantors. The Each of the Additional Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of a its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (a) an Additional Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for does not guarantee any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all Indebtedness of the Capital Stock Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to a Person that be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Additional Subsidiary Guarantor or all of the capital stock of such Additional Subsidiary Guarantor is not sold (either before including by issuance, merger, consolidation or after giving effect to such transactionotherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor (including by way Guarantor) shall be automatically and without any further action on the part of merger any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or consolidation) to a Person that is not (either before or after giving effect to such transaction) in respect of the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by Indenture and this Indenture; (iii) Subsidiary Guarantee of the Note, and promptly upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness request of the Company under and at the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by expense of the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofCompany, the Trustee shall execute any such documents and take such other action as is reasonably required in order requested by the Company to evidence the release and discharge of such Guarantor from its all such liabilities and obligations under its Guarantee endorsed and shall, if applicable, certify to the Company that such Additional Subsidiary Guarantor has no liabilities or obligations resulting from a demand on the Securities and under this Article XIIIsuch Additional Subsidiary Guarantor’s Guarantee.

Release of Guarantors. The Guarantee of At any time when the Borrower wishes to cause the Lenders to release a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under the Guaranty Agreement (whether directly or in connection with the designation of a Restricted Subsidiary as a Non-Restricted Person), the consent of the Lenders shall be required as described below and shall be subject to the other provisions of this Section 2.11. (a) For the release of (i) any Guarantor whose assets are principally comprised of residential or commercial property which is leased or held for the purposes of leasing to unaffiliated third parties or (ii) any Guarantor in which any Loan Party (or Loan Parties in the aggregate) has, at the time of such release, a Subsidiary Investment less than $1,000,000, (iii) Corporate Office Subsidiary incident to it becoming a Non-Restricted Person, or (iv) any Guarantor at the time that such Guarantor enters into a newly-formed Joint Venture with a person which is not an Affiliate of the Loan Parties and transfers all or a substantial portion of its Guarantee endorsed assets to such Joint Venture provided that such Guarantor is a Non-Restricted Person (or simultaneously with the Borrower’s request for such release the Borrower has designated such Guarantor as a “Non-Restricted Person” in compliance with Section 2.11.2), no consent of the Lenders shall be required and such request of the Borrower shall be granted absent an Event of Default or Potential Default, effective on the Securities date specified by the Borrower which shall not be earlier than five (5) Business Days after the receipt by the Agent of such request; (b) For the release of any Guarantor (not described in item (a)(i) hereof) in which any Loan Party (or Loan Parties in the aggregate) has, at the time of such release, a Subsidiary Investment greater than or equal to $1,000,000 and under less than $5,000,000 (except Corporate Office Subsidiary, if otherwise applicable), the consent of Required Lenders shall be required; (c) For the release of Hovnanian or any Guarantor (not described in item (a)(i) hereof) in which any Loan Party (or Loan Parties in the aggregate) has, at the time of such release, a Subsidiary Investment greater than or equal to $5,000,000 (except Corporate Office Subsidiary, if otherwise applicable), the consent of 100% of the Lenders shall be required; and (d) The designation of a Person as a Non-Restricted Person for any reason shall not itself constitute a release of any Guarantor and any such release of such Person from its Guaranty shall be in accordance with this Article XIIISection 2.11.

Release of Guarantors. The Guarantee of a Subsidiary (a) A Guarantor shall automatically be released from all its obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) Loan Guaranty upon the sale consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary. In connection with any 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 sole expense, all documents that such Loan Party shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or other disposition warranty by the Administrative Agent. (including b) Further, the Administrative Agent shall (and is hereby irrevocably authorized by way of consolidation or merger) of all each Lender to), upon the request of the Capital Stock of Borrower, release any Guarantor from its obligations under the Loan Guaranty if such Guarantor becomes an Excluded Subsidiary Guarantor or is disposed in accordance with this Agreement to a Person that is not (either before or after giving effect a Loan Party; provided, that if any Guarantor ceases to such transaction) the Company or be a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all wholly-owned Domestic Subsidiary of the assets of Borrower, such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is shall not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is be released from its obligations under Guarantees the Loan Guaranty if the primary reason that such Guarantor has become an Excluded Subsidiary is as a result of payment by the Company of Indebtedness a transfer of the Company under Equity Interests of such Guarantor to an Affiliate of the ABL Credit Agreement or Borrower that was done other than for a bona fide business purpose and in contemplation of adversely affecting the Secured Parties’ interests in the Loan Guaranty and/or Collateral. (Bc) at At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations shall have been Paid in Full, all obligations (other than those expressly stated to survive such Subsidiary termination) of each Guarantor does not have thereunder shall automatically terminate, all without delivery of any other Indebtedness outstanding that would have required such Subsidiary Guarantor instrument or performance of any act by any Person. (d) Upon the effectiveness of any written consent to enter into a Guaranty Agreement the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.11. Upon delivery 9.02, the security interests in such Collateral created by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee Collateral Documents shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIbe automatically released.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (i) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Person that is not Subsidiary (either before or after giving effect to such transactionbecomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder)) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; and/or (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Termination Date and (b) any Subsidiary Guarantor (including that qualified as an “Excluded Subsidiary” shall be released by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited Administrative Agent promptly following the request therefor by this Indenture; (iii) upon the liquidation or dissolution of such GuarantorBorrower; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower (or its Guarantee endorsed on applicable Subsidiary) is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the Securities portion of the fair market value of the net assets of such Person attributable to the Borrower’s (or its applicable Subsidiary’s) Capital Stock therein as reasonably estimated by the Borrower and such Investment is a permitted under this Article XIIIAgreement at such time. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Subsidiary Any Guarantor shall be automatically be released from all its obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for hereunder: (1) in connection with any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary that Guarantor (including by way of merger merger, consolidation or consolidationamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such Subsidiary of the Company, if the sale or other disposition does not violate Section 6.5; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not prohibited by (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Subsidiary” under this Indenture; Agreement and (iiiy) the sale or other disposition does not violate Section 6.5; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 5.12; (4) upon the liquidation or dissolution of such Guarantor; provided and (5) in the case of a Guarantor that no Default or Event of Default shall occur as is not a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Wholly-Owned Restricted Subsidiary that is has voluntarily issued a Guarantee of the Obligations under the Loan Documents, upon notice to the Administrative Agent by the Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or pursuant to Section 6.3 and (y) all transactions entered into by such Restricted Subsidiary while a Guarantor would be permitted under this Indenture Agreement at the time its Guarantee is released; provided that the Company shall have delivered to the Administrative Agent, at least five days, or such shorter period as an Unrestricted Subsidiary; (vi) upon receipt the Administrative Agent may agree, prior to the date of the consent release, a written notice of Holders such for release identifying the relevant Guarantor and, in the case of a release described in clause (1) or (2) above the terms of the requisite percentage sale or other disposition in reasonable detail, together with a certification by the Company stating that such transaction is in compliance with this Agreement and the other Loan Documents. In connection with any such release of Securities in accordance with Article IX; (vii) any Guarantor, the Administrative Agent shall execute and deliver to the Company, at the Company’s requestexpense, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by all UCC termination statements and other documents that the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order request to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelease.

Release of Guarantors. The Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of a any Subsidiary Guarantor shall automatically to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act sold or the execution or delivery or any document: (i) upon the sale or other disposition otherwise disposed of (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon through the sale or disposition of all or substantially all of the assets of any Subsidiary owning such Subsidiary Guarantor (including by way of merger or consolidationSubsidiary) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary in a transaction permitted under the terms of this Agreement or (y) of any Subsidiary because such Subsidiary has become an Excluded Subsidiary; provided , and, in other case, shall deliver to the holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale sale, other disposition or disposition is such designation of such Subsidiary as an Excluded Subsidiary will comply with the terms of this Agreement, (ii) such Subsidiary shall not prohibited by this Indenture; be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released from and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its obligations under Guarantees of payment by the Company of Indebtedness of the Company Subsidiary Guaranty) under the ABL Credit Agreement or Material Agreements, (B) at the time of, and after giving effect to, such time as release and discharge, no Default or Event of Default shall be existing, (C) no amount is then due and payable under such Subsidiary Guaranty and (D) if in connection with such Subsidiary Guarantor does not have being released and discharged under any Material Agreement any fee or other form of consideration is given to any holder of Indebtedness outstanding that would have required under such Material Agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary Guarantor shall be deemed to enter into a Guaranty Agreement pursuant have been incurred concurrently with such release. Waters Corporation First Amendment to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.Note Purchase Agreement

Release of Guarantors. The Guarantee of a Subsidiary A Guarantor shall automatically will be released and relieved from all its obligations under its Guarantee endorsed a Guarantee, without any action required on the Securities and under this Article XIII without need for any further act or part of the execution or delivery Trustee or any document: Holder, upon such Guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, and any other Credit Facility Debt or Capital Markets Debt. In addition, a Guarantor will be released and relieved from all its obligations under a Guarantee in the following circumstances, each of which is permitted by this Indenture: (i1) upon the sale or other disposition (including by way of consolidation or merger) ), in one transaction or a series of all related transactions, of a majority of the Capital total Voting Stock of such Subsidiary Guarantor (other than to a Person that is not the Issuer or any of its Affiliates); or (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii2) upon the sale or disposition of all or substantially all the Property of such Guarantor (other than to any of the assets of such Subsidiary Guarantor (including by way of merger Issuer’s Affiliates or consolidation) to a Person that is not (either before or another Guarantor); provided, however, that, in each case, after giving effect to such transaction) , such Guarantor is no longer liable for any Guarantee or other obligations in respect of any of the Company Issuer’s or its Subsidiaries’ Credit Facility Debt or Capital Markets Debt. The Guarantee of a Restricted Subsidiary; provided such sale Guarantor also will be released upon legal defeasance, covenant defeasance or disposition is not prohibited by discharge of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance Indenture in accordance with Article XII Nine. If the Guarantee of any Guarantor is deemed to be released or satisfaction and discharge in accordance with Article IV; (v) if is automatically released, the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as Issuer shall deliver to the Trustee an Unrestricted Subsidiary; (vi) upon receipt Officer’s Certificate stating the identity of the consent of Holders released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestIssuer, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall shall, at the expense of the Issuer, execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Section 13.3 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Note Issuer to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Section 13.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Guarantee Guaranty endorsed on the Securities and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Guaranty endorsed on the Securities and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities and for the other obligations of a Guarantor under its Guaranty endorsed on the Securities and under this Indenture. (b) Concurrently with the defeasance of the Securities under Section 4.3 hereof, the Guarantors shall be released from all of their obligations under their Guaranties endorsed on the Securities and under this Indenture, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor (in each case other than to the Company, the Note Issuer or any Affiliate of the Note Issuer) pursuant to Section 10.13 hereof, such Guarantor shall 117 EXECUTION 127 automatically be released from all obligations under its Guaranties endorsed on the Securities and under this Indenture.

Release of Guarantors. The Guarantee Subject to the limitations set forth in Sections 5.1 and 5.2 hereof, (a) concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Sections 5.1, 5.2 and 10.2 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Sections 5.1, 5.2 and 10.2 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities Notes and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Note Guarantee and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Amounts, if any) on the Notes and for the other obligations of a Guarantor under its Note Guarantee endorsed on the Notes and under this Indenture. Concurrently with the defeasance of the Notes under Section 8.2 or satisfaction and discharge of this Indenture under Section 8.5 hereof, the Guarantors shall be released from all of their obligations under their Note Guarantees endorsed on the Notes and under this Indenture, without any action on the part of the Trustee or any Holder of Notes. (b) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor pursuant to Section 5.1 hereof, such Guarantor shall automatically be released from all obligations under its Note Guarantees endorsed on the Notes and under this Indenture in accordance with Sections 5.1 and 5.2. (c) At any time a Guarantor (other than the Company) is no longer an obligor under the Credit Facility, such Guarantor will be released and relieved from all of its obligations under its Note Guarantee.

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) of all of the Capital Stock of such Subsidiary by any Guarantor to a any Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Guarantor of all or substantially all of the properties and assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of of, such Guarantor; provided that no Default such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement and any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or (2) any Transfer directly or Event indirectly (including, without limitation, by way of Default shall occur as consolidation or merger) to any Person that is not a result thereof Guarantor of Equity Interests of a Guarantor or has occurred any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; provided that such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement or any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or (3) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is continuingthe surviving Person in such merger or consolidation; or (iv4) the release of such Guarantor from all guarantee obligations of such Guarantor in respect of the Vail Holdings Credit Agreement, except by reason of payment under or the termination or repayment of such obligations or any other Indebtedness that gave rise (or would give rise) to the obligation to provide such Note Guarantee; or (5) upon Legal Defeasance, Covenant Defeasance or Covenant Defeasance satisfaction and discharge of this Indenture in accordance with Article XII Nine. (b) No such release or satisfaction discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor authorized and permitted under this Indenture as Indenture. (c) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Unrestricted Subsidiary; (vi) upon receipt Officer’s Certificate stating the identity of the consent of Holders released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestIssuer, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel, each stating that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIINine (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 9.11).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Article XIIISection 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; or (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the applicable Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor Guarantor, shall automatically be fully and conditionally released and discharged from all obligations under its Guarantee endorsed on the Securities guarantee and under this Article XIII without need for any further act or the execution or delivery or any document: Indenture, upon (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets or properties of such Subsidiary Guarantor, or 50% or more of the Equity Interests of any such Guarantor to Persons other than the Company and their Subsidiaries or (including by way ii) the consolidation or merger of merger or consolidation) to a any such Guarantor with any Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary; provided Subsidiary of the Company, if, as a result of such sale consolidation or disposition is not prohibited by merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, PROVIDED that, in either such case, the Net Cash Proceeds of such sale, disposition, merger or consolidation are applied in accordance with Section 4.14 of this Indenture; or (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance, as set forth in Article VIII. (b) The releases and discharges set forth in Section 12.5(a) shall be effective (i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 12.5(a) by virtue of a sale, disposition, consolidation or merger, on the date of consummation thereof and (ii) in the case of releases and discharges effected pursuant to clause (iii) of Section 12.5(a), upon the date of Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if Legal Defeasance, as applicable. At the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt written request of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any documents reasonably required releases and discharges pursuant to the foregoing provisions. If the Company desires the in- 135 struments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such releases and discharges, as specified in order the first sentence of this Section 12.5. (c) Notwithstanding the foregoing provisions of this Article XII, (i) any Guarantor whose guarantee would otherwise be released pursuant to evidence the provisions of this Section 12.5 may elect, by written notice to the Trustee, to maintain such guarantee in effect notwithstanding the event or events that otherwise would cause the release of such guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor from its obligations under its Guarantee endorsed on may elect, by written notice to the Securities and under this Article XIIITrustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement), (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Initial Borrower, a Permitted Affiliate Parent or another Restricted Subsidiary of the Initial Borrower or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary of the Initial Borrower or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; 154 95007600_2 (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection with, any Solvent Liquidation; (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations; or (ix) a Guarantor becomes an Excluded Subsidiary, (any such Guarantor in (i) to (ix) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Released Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viiithe Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09(a) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and (b), the Trustee guarantees made herein shall execute remain in full force and effect so long as any documents reasonably required in order Lender shall have any Commitment hereunder or any Loan or any other Obligation remains outstanding (other than (A) contingent indemnification obligations as to evidence the release of such Guarantor from its which no claim has been asserted and (B) obligations under its Guarantee endorsed on Treasury Services Agreements and Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Securities and Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under this Article XIIIanother agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In the event of a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Initial Borrower, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement).

Release of Guarantors. The Guarantee (a) (a) Within five (5) Business Days following the written request by the Parent, the Administrative Agent, on behalf of a the Lenders, shall release all Subsidiary Guarantor shall automatically be released Guarantors from all their respective obligations under its Guarantee endorsed on the Securities this Agreement and under this Article XIII without need for any further act or the execution or delivery or any documenteach other Loan Document so long as: (i) upon there is no monetary Event of Default existing under this Agreement at the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock time of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that request and no Default or Event of Default shall occur as a result thereof or has occurred and is continuingwill exist immediately following such release; (ivii) upon Legal Defeasance the Borrower or Covenant Defeasance the Parent shall have received and have in accordance with Article XII or satisfaction effect at such time an Investment Grade Rating; and discharge in accordance with Article IV; (viii) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Responsible Officer of the consent of Holders of Parent shall have delivered to the requisite percentage of Securities Administrative Agent a certificate in accordance with Article IX; (vii) at form and substance reasonably satisfactory to the Company’s request, during any Suspension Period; or (viii) (A) if such Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under Guarantees of payment any Senior Financing Transaction or has not then provided (and is not then required by the Company terms of Indebtedness of such Senior Financing Transaction to provide) a guaranty with respect to any Senior Financing Transaction to which any Loan Party is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the Company under event the ABL Credit Agreement or (B) at Parent is not able to make such time as statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor does shall not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor be released from its obligations under this Agreement and each other Loan Document until the Parent makes such statement with respect to such Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (ii) and (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor in accordance with Section 5.01(j)(v). (b) In addition to the foregoing, at any time prior to the date on which the Borrower or the Parent shall have received and then have in effect an Investment Grade Rating, within five (5) Business Days after the written request of the Parent (each, an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder or the designation or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary as permitted hereunder, the Administrative Agent, on behalf of the Lenders, shall release the Subsidiary Guarantors designated in such request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the Parent shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date such Subsidiary Guarantor is removed as a Guarantor hereunder (c) At the written request of the Parent, the Administrative Agent, on behalf of the Lender Parties, shall be authorized to (i) release the Parent from its Guarantee endorsed payment obligations with respect to the Guaranty or (ii) cap the amount of such obligations in a manner satisfactory to the Administrative Agent (any of the actions described in clauses (i) and (ii), a “Subject Action”), so long as (A)(1) in the case of a release, the Parent is either then being released from its Obligations as an obligor under each Senior Financing Transaction or is not then an obligor (and is not then required by the terms of any Senior Financing Transaction to become an obligor) with respect to any Senior Financing Transaction or (2) in the case of a liability cap, the Obligations of the Parent under each Senior Financing Transaction are subject to a parallel liability cap satisfactory to the Administrative Agent, (B) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such Subject Action; (C) immediately following such Subject Action the Borrower and the Parent shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such Subject Action; (D) the Parent shall have delivered to the Administrative Agent a certificate confirming compliance with clauses (B) and (C) above and (E) during the period commencing on the Securities date on which any Subject Action occurs and ending the date (if any) on which the Parent is reinstated as a Guarantor or the liability cap is lifted, as applicable, in accordance with Section 9.14(d) below (such period being the “Subject Period”), the provisions of Section 9.14(e) below shall apply. For the avoidance of doubt, (i) no Subject Action shall release the Parent from any of its Obligations other than its payment Obligations as a Guarantor (and it is the intent of the parties that the Parent shall continue to be bound by all other covenants, representations and other provisions hereof applicable to it notwithstanding the occurrence of any such Subject Action) and only, in the case of a liability cap, to the extent of such cap (provided, however, that such covenants, representations and other provisions shall be deemed to be revised, mutatis mutandis, to the extent necessary to reflect that the Parent is a Loan Party but not a Guarantor) and (ii) the covenants in Section 5.04 shall continue to be calculated based on the Consolidated Group. (d) Notwithstanding the foregoing, if at any time following a Subject Action (w) the Parent becomes an obligor in respect of a Senior Financing Transaction, (x) the Parent is no longer subject to a parallel liability cap under this Article XIIIany Senior Financing Transaction, (y) the Internal Revenue Service issues guidance clarifying that parent guaranties do not preclude the allocation of related debt in satisfaction of “negative basis” issues or (z) the Parent breaches any provision of Section 9.14(e) below, then, as applicable, the Parent shall be reinstated as a Guarantor hereunder or the liability cap on the Parent’s payment obligations under the Guaranty shall be lifted so that the Obligations of the Parent under the Loan Documents shall be pari passu with the Obligations of the Parent under each Senior Financing Transaction, and the Parent shall execute and deliver such confirmations and ratifications of the Guaranty as the Administrative Agent shall request within five (5) Business Days after such request. (e) Without limiting the provisions of Section 5.02(n), at all times during the Subject Period, (i) the Parent shall not directly hold cash in excess of a de minimis amount, other than on a temporary or pass-through basis held for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), (ii) the Parent’s direct ownership in the Borrower shall at all times account for at least 95% of Total Asset Value; provided, however, that the Parent may hold assets directly on a temporary or pass-through basis for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), and (iii) the Parent shall not incur any direct liabilities in excess of the value of its assets that are not held by the Borrower and its Subsidiaries

Release of Guarantors. The Each of the Additional Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of a its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (a) an Additional Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for does not guarantee any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all Indebtedness of the Capital Stock Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to a Person that be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Additional Subsidiary Guarantor or all of the capital stock of such Additional Subsidiary Guarantor is not sold (either before including by issuance, merger, consolidation or after giving effect to such transactionotherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor (including by way Guarantor) shall be automatically and without any further action on the part of merger any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or consolidation) to a Person that is not (either before or after giving effect to such transaction) in respect of the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by Indenture and this Indenture; (iii) Subsidiary Guarantee of the Note, and promptly upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness request of the Company under and at the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by expense of the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofCompany, the Trustee shall execute any such documents and take such other action as is reasonably required in order requested by the Company to evidence the release and discharge of such Guarantor from its all such liabilities and obligations under its Guarantee endorsed and shall, if applicable, certify to the Company that such Additional Subsidiary Guarantor has no liabilities or obligations resulting from a demand on the Securities and under this Article XIIIsuch Additional Subsidiary Guarantor's Guarantee.

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Release of Guarantors. The Guarantee Subject to the limitations set forth in Sections 5.1 and 5.2 hereof, (a) concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Sections 5.1, 5.2 and 10.3 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Sections 5.1, 5.2 and 10.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities Notes and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Note Guarantee endorsed on the Notes and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Amounts, if any) on the Notes and for the other obligations of a Guarantor under its Note Guarantee endorsed on the Notes and under this Indenture. Concurrently with the defeasance of the Notes under Section 8.2 or satisfaction and discharge of this Indenture under Section 8.5 hereof, the Guarantors shall be released from all of their obligations under their Note Guarantees endorsed on the Notes and under this Indenture, without any action on the part of the Trustee or any Holder of such Notes. (b) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor pursuant to Section 5.1 hereof, such Guarantor shall automatically be released from all obligations under its Note Guarantees endorsed on the Notes and under this Indenture in accordance with Sections 5.1 and 5.2. (c) At any time a Guarantor (other than the Company) is no longer an obligor under the Credit Facility, such Guarantor will be released and relieved from all of its obligations under its Note Guarantee.

Release of Guarantors. The If at any time after the Closing Date and in connection with the Guarantee of any Loan Party in this Article VII (i) subject to the requirements of Section 5.11(c), in the case of a Subsidiary Foreign Subsidiary, the Administrative Agent (after consultation with Borrower) determines that in the case of any existing Guarantor, it would not be commercially reasonable for such Guarantor to remain a Guarantor (taking into account the expense (including taxes), the ability of Borrower or such Guarantor to obtain any necessary approvals or consents required to be obtained under applicable law (but have not been previously obtained) in connection therewith, and the effectiveness and enforceability thereof under applicable law) or (ii) such Guarantee becomes illegal under applicable law and such Loan Party delivers to the Administrative Agent, the Lenders and the Collateral Agent a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the same effect as the issuance of a Guarantee that would not be illegal under applicable law, then, so long as such Guarantor has been released or is contemporaneously released under any other guaranty such Guarantor may be a party to, in case of each of the immediately preceding clauses (i) and (ii), the Collateral Agent shall automatically (at the expense of Borrower) take all action necessary to release its security interest in that portion of the Security Agreement Collateral owned by such Guarantor (provided, however, that 65% of the Equity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from all obligations under its Guarantee endorsed on the Securities Security Agreement Collateral)), and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is be released from its obligations under Guarantees of payment by the Company of Indebtedness in respect of the Company under Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “Released Guarantor,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the ABL Credit Agreement or case of an event described in the immediately preceding clause (B) at i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date that the Administrative Agent makes a determination described in such time as clause (i); provided that, such Subsidiary Released Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor shall continue to enter into a Guaranty Agreement pursuant be subject to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII5.11(b).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (ia) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) Notwithstanding Section 10.3(b), upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidationits assets) to a Person that an entity which is not (either before a Subsidiary, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution designation of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as to become an Unrestricted Subsidiary; , which transaction is otherwise in compliance with this Indenture (vi) upon receipt including, without limitation, the provisions of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestSection 4.12), during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is shall be deemed released from its obligations under Guarantees its Guarantee of payment by the Company Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of any of the Company’s Indebtedness or any Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other of the Company’s Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company’s Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. or any Indebtedness of any of the Company’s Subsidiaries. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate Officer’s Certificate, to the effect that such transaction sale or other disposition or that such designation was made by the Company in accordance with the provisions hereofof this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations Guarantee Obligations under its Guarantee. Except as provided in Section 10.3(a), any Guarantor not released from its Guarantee Obligations under its Guarantee endorsed shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIIIX. (c) Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.5 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee (a) Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor Guarantor, shall automatically be fully and conditionally released and discharged from all obligations under its Guarantee endorsed on the Securities guarantee and under this Article XIII without need for any further act or the execution or delivery or any document: Indenture, upon (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets or properties of such Subsidiary Guarantor, or 50% or more of the Equity Interests of any such Guarantor to Persons other than the Company and their Subsidiaries or (including by way ii) the consolidation or merger of merger or consolidation) to a any such Guarantor with any Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary; provided Subsidiary of the Company, if, as a result of such sale consolidation or disposition is not prohibited by merger, Persons other than the Company and their Subsidiaries beneficially own more than 50% of the capital stock of such Guarantor, PROVIDED that, in either such case, the Net Cash Proceeds of such sale, disposition, merger or consolidation are applied in accordance with Section 4.14 of this Indenture; or (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance, as set forth in Article VIII. (b) The releases and discharges set forth in Section 12.5(a) shall be effective (i) in the case of releases and discharges effected pursuant to clause (i) or (ii) of Section 12.5(a) by virtue of a sale, disposition, consolidation or merger, on the date of consummation thereof and (ii) in the case of releases and discharges effected pursuant to clause (iii) of Section 12.5(a), upon the date of Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if Legal Defeasance, as applicable. At the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt written request of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any documents reasonably required releases and discharges pursuant to 116 the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such releases and discharges, as specified in order the first sentence of this Section 12.5. (c) Notwithstanding the foregoing provisions of this Article XII, (i) any Guarantor whose guarantee would otherwise be released pursuant to evidence the provisions of this Section 12.5 may elect, by written notice to the Trustee, to maintain such guarantee in effect notwithstanding the event or events that otherwise would cause the release of such guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor from its obligations under its Guarantee endorsed on may elect, by written notice to the Securities and under this Article XIIITrustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (iNotwithstanding Section 10.3(b) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) hereof, upon the sale or disposition (including by merger or stock purchase) of all a Subsidiary Guarantor (as an entirety), or substantially all the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the assets provisions of Section 4.13 hereof), such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is be deemed released from its obligations under Guarantees of payment by the Company of Indebtedness its Subsidiary Guarantee of the Company under Notes; provided, however, that any such termination shall occur only to the ABL Credit Agreement or (B) at such time as extent that all obligations of such Subsidiary Guarantor does not have under all of its guarantees of any other Subordinated Indebtedness outstanding or any unsecured Indebtedness that would have required ranks pari passu with the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11shall also terminate upon such release, sale or transfer. Upon delivery by the Company to the Trustee of an Officers’ Certificate Officer’s Certificate, to the effect that such transaction sale or other disposition or that such designation was made by the Company in accordance with the provisions hereofof this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee endorsed shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIIIX. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor (a) A Loan Party (other than the Borrower) shall automatically be released from all its obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Documents (i1) upon the sale consummation of any transaction or other disposition designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor pursuant to a Person permitted merger or amalgamation with a Subsidiary that is not (either before or after giving effect to such transaction) the Company a Loan Party or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture designation as an Unrestricted Subsidiary; ) or becomes an Excluded Subsidiary or (vi2) upon receipt the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Loan Party ceases to be a wholly owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent of Holders shall not have provided otherwise. (b) Upon termination of the requisite percentage aggregate Commitments and payment in full of Securities all Obligations (other than contingent amounts not yet due) under any Loan Document have been paid in accordance with Article IX; (vii) at the Company’s requestfull, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its all obligations under Guarantees of payment by the Company of Indebtedness of Loan Documents shall be automatically released. (c) In connection with any termination or release pursuant to this Section 10.17, the Company under the ABL Credit Agreement or (B) Administrative Agent shall execute and deliver to any Loan Party, at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect Loan Party’s expense, all documents that such transaction was made in accordance with Loan Party shall reasonably request to evidence such termination or release so long as the provisions hereof, Borrower or the Trustee applicable Loan Party shall execute any have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably required request in order to demonstrate compliance with this Agreement. (d) Each of the Lenders irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 10.17. (e) In the release event that (i) all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than the Borrower or its Restricted Subsidiaries in a transaction permitted under this Agreement, (ii) a Guarantor ceases to be a Material Domestic Subsidiary or (iii) a Guarantor would become an Excluded Subsidiary upon the consummation of any transaction permitted hereunder, the Administrative Agent shall, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request to terminate the Guaranty of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIGuarantor.

Release of Guarantors. The Guarantee of a Subsidiary A Guarantor shall automatically will be released and relieved from all its obligations under its Guarantee endorsed a Note Guarantee, without any action required on the Securities and under this Article XIII without need for any further act or part of the execution or delivery Trustee or any document: Holder, upon such Guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, and any other Credit Facility Debt or Capital Markets Debt. In addition, a Guarantor will be released and relieved from all its obligations under a Note Guarantee in the following circumstances, each of which is permitted by this Indenture: (i1) upon the sale or other disposition (including by way of consolidation or merger) ), in one transaction or a series of all related transactions, of a majority of the Capital total Voting Stock of such Subsidiary Guarantor (other than to a Person that is not the Issuer or any of its Affiliates); or (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii2) upon the sale or disposition of all or substantially all the Property of such Guarantor (other than to any of the assets of such Subsidiary Guarantor (including by way of merger Issuer’s Affiliates or consolidation) to a Person that is not (either before or another Guarantor); provided, however, that, in each case, after giving effect to such transaction) , such Guarantor is no longer liable for any Note Guarantee or other obligations in respect of any of the Company Issuer’s or its Subsidiaries’ Credit Facility Debt or Capital Markets Debt. The Note Guarantee of a Restricted Subsidiary; provided such sale Guarantor also will be released upon legal defeasance, covenant defeasance or disposition is not prohibited by discharge of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance Indenture in accordance with Article XII Nine. If the Note Guarantee of any Guarantor is deemed to be released or satisfaction and discharge in accordance with Article IV; (v) if is automatically released, the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as Issuer shall deliver to the Trustee an Unrestricted Subsidiary; (vi) upon receipt Officer’s Certificate stating the identity of the consent of Holders released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestIssuer, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall shall, at the expense of the Issuer, execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of a any Subsidiary Guarantor shall automatically to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act sold or the execution or delivery or any document: (i) upon the sale or other disposition otherwise disposed of (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon through the sale or disposition of all or substantially all of the assets of any Subsidiary owning such Subsidiary Guarantor (including by way of merger or consolidationSubsidiary) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary in a transaction permitted under the terms of this Agreement or (y) of any Subsidiary because such Subsidiary has become an Excluded Subsidiary; provided , and, in other case, shall deliver to the holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale sale, other disposition or disposition is such designation of such Subsidiary as an Excluded Subsidiary will comply with the terms of this Agreement, (ii) such Subsidiary shall not prohibited by this Indenture; be a guarantor or obligor under any Material Debt Agreement, and (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Debt Agreement, then such Subsidiary Guarantor has been released from and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its obligations under Guarantees of payment by the Company of Indebtedness of the Company Subsidiary Guaranty) under the ABL Credit Agreement or Material Debt Agreements, (B) at the time of, and after giving effect to, such time as release and discharge, no Default or Event of Default shall be existing, (C) no amount is then due and payable under such Subsidiary Guaranty and (D) if in connection with such Subsidiary Guarantor does not have being released and discharged under any Material Debt Agreement any fee or other Indebtedness outstanding that would have required form of consideration is given to any holder of Debt under such Material Debt Agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. In the event of any such release, for purposes of Section 10.6, all Debt of such Subsidiary Guarantor shall be deemed to enter into have been incurred concurrently with such release. If you are in agreement with the foregoing, please sign the form of agreement on a Guaranty counterpart of this Agreement pursuant to Section 10.11. Upon delivery by the Company and return it to the Trustee Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions date hereof. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM Japan Co., Ltd., as investment manager By: PGIM, Inc., as sub-advisor By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM, Inc., as investment manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President By: PGIM, Inc., as investment manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Vice President SCHEDULE B DEFINED TERMS As used herein, the Trustee shall execute any documents reasonably required following terms have the respective meanings set forth below or set forth in order to evidence the release of Section hereof following such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.term:

Release of Guarantors. (a) The Note Guarantee of a Subsidiary Guarantor shall automatically (other than Parent) will be unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Subsidiary of Parent of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before Equity Interests of, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the properties and assets of of, such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation or consolidationmerger) by Parent or any Subsidiary to a any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (either before or after giving effect to such transaction3) the Company or release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility, except to the extent such Guarantor is otherwise required to provide a Restricted SubsidiaryGuarantee pursuant to Section 4.17; provided such sale or disposition is not prohibited by this Indenture; or (iii4) upon the liquidation contemporaneous release or dissolution discharge of all Guarantees by such Guarantor; Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17. (b) Except as provided that no under Article Five, a Note Guarantee of Parent may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not have any other Indebtedness outstanding that would have required constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary Guarantor would otherwise be entitled to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by be released from its Note Guarantee following the Company sale of such Equity Interests) and (ii) until the Issuers shall have delivered to the Trustee of an Officers’ Certificate Certificate, upon which such Trustee shall be entitled but not obligated to the effect rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such transaction was made in accordance with the provisions hereof, the release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to thesuch Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the applicable Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. (a) The Note Guarantee of a Subsidiary Guarantor shall automatically (other than Parent) will be unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or any Subsidiary of Parent of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before Equity Interests of, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the properties and assets of of, such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation or consolidationmerger) by Parent or any Subsidiary to a any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (either before or after giving effect to such transaction3) the Company or release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility , except to the extent such Guarantor is otherwise required to provide a Restricted SubsidiaryGuarantee pursuant to Section 4.17; provided such sale or disposition is not prohibited by this Indenture; or (iii4) upon the liquidation contemporaneous release or dissolution discharge of all Guarantees by such Guarantor; Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17; (b) Except as provided that no under Article Five, a Note Guarantee of Parent may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not have any other Indebtedness outstanding that would have required constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary Guarantor would otherwise be entitled to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by be released from its Note Guarantee following the Company sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee of an Officers’ Certificate Certificate, upon which the Trustee shall be entitled but not obligated to the effect rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such transaction was made in accordance with the provisions hereof, the release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee of a Subsidiary A Guarantor shall automatically will be released and relieved from all its obligations under its Guarantee endorsed a Guarantee, without any action required on the Securities and under this Article XIII without need for any further act or part of the execution or delivery Trustee or any document: Holder, upon such Guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, and any other Credit Facility Debt or Capital Markets Debt. In addition, a Guarantor will be released and relieved from all its obligations under a Guarantee in the following circumstances, each of which is permitted by this Indenture: (i1) upon the sale or other disposition (including by way of consolidation or merger) ), in one transaction or a series of all related transactions, of a majority of the Capital total Voting Stock of such Subsidiary Guarantor (other than to a Person that is not the Parent Guarantor or any of its Affiliates); or (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii2) upon the sale or disposition of all or substantially all the Property of such Guarantor (other than to any of the assets of such Subsidiary Guarantor (including by way of merger Parent Guarantor’s Affiliates or consolidation) to a Person that is not (either before or another Guarantor); provided, however, that, in each case, after giving effect to such transaction) , such Guarantor is no longer liable for any Guarantee or other obligations in respect of any of the Company Parent Guarantor’s or its Subsidiaries’ Credit Facility Debt or Capital Markets Debt. The Guarantee of a Restricted Subsidiary; provided such sale Guarantor also will be released upon legal defeasance, covenant defeasance or disposition is not prohibited by discharge of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance Indenture in accordance with Article XII Nine. If the Guarantee of any Guarantor is deemed to be released or satisfaction and discharge in accordance with Article IV; (v) if is automatically released, the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as Issuer shall deliver to the Trustee an Unrestricted Subsidiary; (vi) upon receipt Officer’s Certificate stating the identity of the consent of Holders released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestIssuer, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall shall, at the expense of the Issuer, execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) of all of the Capital Stock of such Subsidiary by any Guarantor to a any Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Guarantor of all or substantially all of the properties and assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of of, such Guarantor; provided that no such Guarantor is also released from all of its obligations in respect of the Senior Secured Credit Facility, the 2027 Senior Notes or any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; provided that such Guarantor is also released from all of its obligations in respect of the Senior Secured Credit Facility, the 2027 Senior Notes or any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or (3) the release of such Guarantor from all guarantee obligations of such Guarantor in respect of the Senior Secured Credit Facility and the 2027 Senior Notes or any other Indebtedness that gave rise (or would give rise) to the obligation to provide such Note Guarantee; or (4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine; or (5) such Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture. (b) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not constituting collateral for the Senior Secured Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Guarantor would otherwise be entitled to be released from its Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture. (c) If the Note Guarantee of any other Indebtedness outstanding Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11release complies with this Indenture. Upon At the written request of the Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel, each stating that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIINine (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 9.11).

Release of Guarantors. The Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of a any Subsidiary Guarantor shall automatically to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act sold or the execution or delivery or any document: (i) upon the sale or other disposition otherwise disposed of (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon through the sale or disposition of all or substantially all of the assets of any Subsidiary owning such Subsidiary Guarantor (including by way of merger or consolidationSubsidiary) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary in a transaction permitted under the terms of this Agreement or (y) of any Subsidiary because such Subsidiary has become an Excluded Subsidiary; provided , and, in other case, shall deliver to the holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale sale, other disposition or disposition is such designation of such Subsidiary as an Excluded Subsidiary will comply with the terms of this Agreement, (ii) such Subsidiary shall not prohibited by this Indenture; be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released from and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its obligations under Guarantees of payment by the Company of Indebtedness of the Company Subsidiary Guaranty) under the ABL Credit Agreement or Material Agreements, (B) at the time of, and after giving effect to, such time as release and discharge, no Default or Event of Default shall be existing, (C) no amount is then due and payable under such Subsidiary Guaranty and (D) if in connection with such Subsidiary Guarantor does not have being released and discharged under any Material Agreement any fee or other form of consideration is given Waters Corporation First Amendment to Note Purchase Agreement to any holder of Indebtedness outstanding that would have required under such Material Agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary Guarantor shall be deemed to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that have been incurred concurrently with such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelease.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the applicable Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.23 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The (a) A Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities following (other than, with respect to a Guarantor that is a direct or indirect parent of the Issuer, clauses (1) and under this Article XIII (2) below): (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) of all of the Capital Stock of such Subsidiary by any Guarantor to a any Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Guarantor of all or substantially all of the properties and assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of the Parent Guarantor; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; (3) the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; or (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine. (b) No such release and discharge of a Guarantee of a Guarantor shall be effective against the Trustee or the Holders of the relevant series of Notes to which such Guarantee relates (i) if an Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Event of Default is cured or waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Event of Default, such Guarantor would otherwise be entitled to be released from its Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee an Officer’s Certificate, upon which the Trustee shall have the right to rely, stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with and that such release and discharge is permitted under this Indenture. (c) If the Guarantee of any other Indebtedness outstanding Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11release complies with this Indenture. Upon At the request of the Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to that a Guarantor has been released and that execution by the effect that such transaction was made in accordance Trustee of an appropriate instrument evidencing the release of the Parent Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such the Parent Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Each of the Initial Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of a its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (a) an Initial Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for does not guarantee any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all Indebtedness of the Capital Stock Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to a Person that be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Initial Subsidiary Guarantor or all of the capital stock of such Initial Subsidiary Guarantor is not sold (either before including by issuance, merger, consolidation or after giving effect to such transactionotherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor (including by way Guarantor) shall be automatically and without any further action on the part of merger any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or consolidation) to a Person that is not (either before or after giving effect to such transaction) in respect of the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by Indenture and this Indenture; (iii) Subsidiary Guarantee of the Note, and promptly upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness request of the Company under and at the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by expense of the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofCompany, the Trustee shall execute any such documents and take such other action as is reasonably required in order requested by the Company to evidence the release and discharge of such Guarantor from its all such liabilities and obligations under its Guarantee endorsed and shall, if applicable, certify to the Company that such Initial Subsidiary Guarantor has no liabilities or obligations resulting from a demand on the Securities and under this Article XIIIsuch Initial Subsidiary Guarantor's Guarantee.

Release of Guarantors. The Guarantee (a) Upon receipt of a Subsidiary Request for Release duly executed by the Borrower and otherwise in form and substance acceptable to the Administrative Agent, certifying that (a) a Guarantor shall automatically has ceased to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: a Principal Subsidiary, (ib) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to the release contemplated by such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that Request for Release, no Default or Event of Default shall occur as a result thereof or has occurred and is then continuing, (c) the Guarantors (other than the Guarantors referred to in clause (a) hereof), together with any Foreign Subsidiaries whose stock is pledged pursuant to Section 6.10 (or otherwise pledged in favor of the Administrative Agent, for the benefit of the Guaranteed Parties), have revenues in the aggregate constituting at least seventy-five percent (75%) of the consolidated revenues of the Borrower and its Subsidiaries for the most recently ended Measurement Period for which financial statements have been (or were required to have been) delivered pursuant to Section 6.01, and (d) that, after giving effect to the release contemplated by such Request for Release, the representations and warranties of the Loan Parties contained in Article V and in any other Loan Document are (i) with respect to representations and warranties that contain a materiality qualification, true and correct, and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, the Administrative Agent may, by executing and delivering a Guarantor Release to the Borrower, release such Guarantor from its obligations. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, on the first date after the Closing Date (such date, the “Release Date”) on which all of the following are concurrently satisfied: (i) the Borrower’s non-credit enhanced, senior unsecured long-term debt rating as determined by S&P is BBB– or higher; (ivii) upon Legal Defeasance the Borrower’s non-credit enhanced, senior unsecured long-term debt rating as determined by ▇▇▇▇▇’▇ is Baa3 or Covenant Defeasance higher; and (iii) neither the Borrower nor any of its Subsidiaries provide, or are required at such time to provide, a guarantee with respect to any Debt (other than Debt arising under or in accordance connection with the Loan Documents or the “Loan Documents” (as defined in the Revolving Credit Agreement)) in excess of an amount equal to the greater of (A) $200,000,000, and (B) 10% of the Consolidated Equity (determined as of the end of the most recently ended fiscal year for which financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a)); then all Guarantors shall be automatically released from the Guaranty made under Article XII or satisfaction and discharge in accordance X (or, with Article IV; (v) if respect to the Company properly designates capital stock of any Restricted Foreign Subsidiary that is subject to a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Lien in favor of the consent Administrative Agent pursuant to the provisions of Holders Section 6.10(a) in lieu of such Foreign Subsidiary becoming a Guarantor, the Administrative Agent’s Lien on such capital stock shall be automatically released (provided, that, for the avoidance of doubt, any such stock of any Foreign Subsidiaries that is pledged to secure Permitted Private Placement Debt and that is subject to an Intercreditor Agreement shall not be released unless, concurrently with the release of such stock as collateral for the Guaranteed Obligations, such stock is also released as collateral for the obligations arising under or in connection with such Permitted Private Placement Debt)), without the requirement for any further action by any Person and, at the request and sole expense of the requisite percentage of Securities in accordance with Article IX; Borrower, the Administrative Agent shall promptly (viiand the Lenders hereby authorize the Administrative Agent to) at the Company’s request, during any Suspension Period; or (viii) (A) if take such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company actions and execute and deliver to the Trustee of an Officers’ Certificate applicable Loan Party such documents as the Borrower may reasonably request to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to further document and evidence the release of such Guarantor the Guarantors from its their respective obligations under its Guarantee endorsed the Guaranty made under Article X (or the release of the Administrative Agent’s Lien on the Securities capital stock of such Foreign Subsidiaries, as applicable). It is understood and under agreed that the Administrative Agent and the Borrower, without the consent of any other party hereto, may amend this Article XIIIAgreement and the other Loan Documents as may be necessary, desirable or appropriate, in the mutual reasonable opinion of the Administrative Agent and the Borrower, to further document and evidence the releases contemplated by this Section 11.23(b).

Release of Guarantors. The Guarantee Each Financing Party hereby agrees that (a) the Agent shall be permitted to release any Guarantor from its guaranty obligations under this Section 6B without the consent of any other Financing Party if the release is granted in connection with a Subsidiary disposition by the applicable Credit Party of all the shares of stock or partnership or other equity interest in such Guarantor and such disposition is permitted pursuant to the applicable provisions of the Operative Agreements and the Lessee Credit Agreement, (b) the Agent shall automatically be permitted to release any Guarantor from its guaranty obligations under this Section 6B.9 without the consent of any other Financing Party if the release is requested by the Construction Agent or the Lessee in connection with a dissolution of the Guarantor, subject to the Construction Agent or the Lessee providing to the Agent written representations to the effect that such Guarantor has no business operations and no assets and (c) without further action, any Guarantor which is released from its guaranty obligations pursuant to and in accordance with the provisions of the Lessee Credit Agreement shall automatically, and without further action, be released from all its guaranty obligations under the Operative Agreements. 2. The second paragraph of Section 12.5 of the Participation Agreement is hereby amended and restated in its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: entirety to read as follows: (i) upon reduce the sale amount of any Note or any Certificate, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or Certificate, reduce the stated rate of interest payable on any Note, reduce the stated Holder Yield payable on any Certificate (other disposition (including by way than as a result of consolidation waiving the applicability of any post-default increase in interest rates or merger) Holder Yields), modify the priority of all any Lien in favor of the Capital Stock Agent under any Security Document, subordinate any obligation owed to any Lender or Holder, reduce any Lender Facility Fees or any Holder Facility Fees payable under the Participation Agreement, extend the scheduled date of such Subsidiary Guarantor to a Person that is not (either before payment of any Lender Facility Fees or after giving effect to such transaction) any Holder Facility Fees or increase the Company amount or a Restricted Subsidiary; provided such sale extend the expiration date of any Lender's Commitment or disposition is not prohibited by this Indenture; the Holder Commitment of any Holder or the aggregate Commitments of the Lenders or the aggregate Holder Commitments of the Holders, or (ii) upon terminate, amend, supplement, waive or modify any provision of this Section 12.5 or reduce the sale percentages specified in the definitions of Majority Lenders, Majority Holders or disposition Majority Secured Parties, or consent to the assignment or transfer by the Owner Trustee of all any of its rights and obligations under any Credit Document or substantially all release a material portion of the assets Collateral (except in accordance with Section 8.8) or release any Credit Party from its obligations under any Operative Agreement or otherwise alter any payment obligations of such Subsidiary Guarantor (including by way of merger any Credit Party to the Lessor or consolidation) to a Person that is not (either before any Financing Party under the Operative Agreements, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement, or (iv) permit Advances for Work in excess of the Construction Budget, or (v) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders and shall be binding upon all the liquidation or dissolution parties to this Agreement. In the case of such Guarantor; provided that no any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall occur as a result thereof or has occurred be deemed to be cured and is not continuing; (iv) upon Legal Defeasance but no such waiver shall extend to any subsequent or Covenant Defeasance other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any provision to the contrary in accordance with Article XII any Operative Agreement, any and all increases in the amount and extensions of the expiration date of any Lender's Commitment or satisfaction the Holder Commitment of any Holder or the aggregate Commitments of the Lenders or the aggregate Holder Commitments of the Holders shall in all cases be a Unanimous Vote Matter and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of require the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestAgent, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11each Lender and each Holder. 3. Upon delivery by the Company Appendix A to the Trustee of an Officers’ Certificate Participation Agreement is hereby amended to modify the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.following defined terms as follows:

Release of Guarantors. (a) The Note Guarantee of a Subsidiary Guarantor shall automatically (other than Parent) will be unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Subsidiary of Parent of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before Equity Interests of, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the properties and assets of of, such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation or consolidationmerger) by Parent or any Subsidiary to a any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (either before or after giving effect to such transaction3) the Company release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility, except to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.17; or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Table of Contents (iii4) upon the liquidation contemporaneous release or dissolution discharge of all Guarantees by such Guarantor; Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17. (b) Except as provided that no under Article Five, a Note Guarantee of Parent may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not have any other Indebtedness outstanding that would have required constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary Guarantor would otherwise be entitled to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by be released from its Note Guarantee following the Company sale of such Equity Interests) and (ii) until the Issuers shall have delivered to the Trustee of an Officers’ Certificate Certificate, upon which such Trustee shall be entitled but not obligated to the effect rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such transaction was made in accordance with the provisions hereof, the release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee (a) In the event that the Company delivers to the holders of the Notes a Subsidiary certificate (a “Guarantor shall automatically be released from all obligations under Release Certificate”) signed by two authorized signatories of the Company confirming that (as at the date of the Guarantor Release Certificate) a substantial part of the Net Borrowings of Cemex España and each of its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Subsidiaries: (i) upon is guaranteed only by Cemex España and/or any other guarantors which are not Guarantors (whether, for the sale avoidance of doubt, as a result of the repayment, redemption, maturity or cancellation of any Financial Indebtedness, or any agreement with any creditor of Cemex España and each of its Subsidiaries or as a result of any other disposition reason); and/or (ii) (A) is subject to provisions in any agreements or documents (including this Agreement) with any creditor of Cemex España and each of its Subsidiaries (or any other party) relating to any Financial Indebtedness of Cemex España and each of its Subsidiaries, which allow for the release of all or any of the Guarantors as guarantors pursuant to such agreements or documents (other than Cemex España, such that the only remaining guarantors of such Financial Indebtedness would in each case be Cemex España and/or any other guarantors which are not Guarantors), and (B) the conditions (if any) to such release pursuant to such agreements or documents have been met by way of consolidation the relevant Guarantor, and (C) any or merger) of all of the Capital Stock of such Subsidiary Guarantor to Guarantors (other than Cemex España) has or have been released (or will be so released at a Person that date which is not later than the date scheduled for release of the relevant Guarantor pursuant to the relevant Guarantor Release Certificate) as guarantors of the relevant Financial Indebtedness pursuant to such agreements or other documents, the obligations of the relevant Guarantor(s) (either before other than Cemex España) under the Note Guarantee shall terminate and such Guarantor(s) shall be discharged in full, and such Persons shall cease to be Guarantor(s), effective as of the date indicated in the Guarantor Release Certificate, which date shall not be earlier than 10 days of receipt by the holders of the Notes of the Guarantor Release Certificate, provided always that any such termination and discharge pursuant to this Section 10.8 would not result in a downgrading of the then current rating of Cemex España assigned by S&P or Fitch Investors Service, Inc. (or an outlook other than positive or stable with respect to such rating) and provided further that at the time of and immediately after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by termination and discharge pursuant to this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that Section 10.8, no Default or Event of Default shall occur have occurred or be continuing, treating Financial Indebtedness of any Excluded Subsidiary Guarantor that is being so terminated and discharged pursuant to this Section 10.8 as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction being incurred on the date of such termination and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.1110.6. (b) For purposes of this Section 10.8, a “substantial part” shall mean an aggregate amount equal to or greater than 85 per cent of the aggregate value of the Net Borrowings of Cemex España and each of its Subsidiaries. Upon delivery The “Net Borrowings” of Cemex España and each of its Subsidiaries referred in this section shall be determined by the Company reference to the Trustee of an Officers’ Certificate most recent compliance certificate delivered to the effect that such transaction was made in accordance with holders of the provisions hereofNotes pursuant to Section 7.2 at the date of the relevant Guarantor Release Certificate. (c) For the avoidance of doubt, the Trustee Guarantor Release Certificate shall execute also: (i) specify the percentage of the Net Borrowings of Cemex España and each of its Subsidiaries which is guaranteed only by Cemex España and/or any guarantors which are not Guarantors; (ii) specify the percentage of the Net Borrowings of Cemex España and each of its Subsidiaries which is subject to provisions in agreements or documents reasonably required in order which allow for the release of the guarantors (other than Cemex España); (iii) certify that the conditions (if any) to evidence the release of such Guarantors in such agreements or documents have been met by Cemex España and each of its Subsidiaries (as appropriate) as at the date of the Guarantor from its obligations under its Guarantee endorsed on Release Certificate; (iv) certify that the Securities and relevant Guarantor(s) has or have been released (or will be so released at a date which is not later than the date scheduled for release of the relevant Guarantor pursuant to the relevant Guarantor Release Certificate) as Guarantor(s) of the relevant Financial Indebtedness (the “Released Guarantor(s)”); (v) identify the relevant Released Guarantor(s); (vi) confirm that neither S&P nor Fitch Investors Service, Inc. will downgrade the then current Rating assigned to Cemex España as a result of the release of the relevant Guarantor(s) as Guarantor(s) under this Article XIIIAgreement; and (vii) confirm that after giving effect to such release, no Default or Event of Default shall have occurred and be continuing. (d) Following delivery of the Guarantor Release Certificate to the holders of the Notes, Cemex España shall provide notice of the release, and termination of the obligations of the Guarantors (other than Cemex

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities Loan Guaranty and under this Article XIII without need for any further act or the execution or delivery or Lien granted by such Subsidiary Guarantor pursuant to any document: Collateral Document) shall be automatically released) (i) upon the sale consummation of any transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited by this Indenture; hereunder), subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Termination Date and/or (iii) with respect to any Discretionary Guarantor, upon notice by the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur Borrower Representative to the Collateral Agent at any time as a result thereof of a single transaction or has occurred and is continuing; series of related transactions not prohibited hereunder, (ivb) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as that meets the definition of an Unrestricted “Excluded Subsidiary; ” shall be released by the Collateral Agent promptly following the request therefor by the Borrower Representative, subject, if applicable, to the Specified Guarantor Release Provision, (vic) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is Holdings WEIL\100667150\8\65494.0003 shall be released from its obligations under Guarantees of payment by its Loan Guaranty and the Company of Indebtedness of other Loan Documents upon the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee consummation of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee IPO of Holdings and (d) Intermediate Dutch Holdings shall execute any documents reasonably required in order to evidence the release of such Guarantor be released from its obligations under its Guarantee endorsed on Loan Guaranty and the Securities other Loan Documents upon the consummation of an IPO of Intermediate Dutch Holdings. In connection with any such release, the Collateral Agent shall promptly execute and under deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Collateral Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Collateral Agent (other than as to the Collateral Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Notwithstanding Section 11.3(b) hereof, upon: (ia) upon the sale or other disposition (including by way of consolidation merger or merger) sale or transfer of all of the Capital Stock Equity Interests) of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidationas an entirety) to a Person which is not and is not required to become a Guarantor, (b) the designation of a Subsidiary that is not a Guarantor as an Unrestricted Subsidiary, or (either before or after giving effect to such transactionc) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such a Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and , which transaction is continuing; (iv) upon Legal Defeasance or Covenant Defeasance otherwise in accordance compliance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestincluding, during any Suspension Period; or (viii) (A) if without limitation, Section 4.13 hereof), such Subsidiary Guarantor is shall be deemed released from its Obligations under its Guarantee and the Registration Rights Agreement; provided, however, that any such termination shall occur only to the extent that (i) all obligations of such Guarantor under Guarantees all of payment by its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Company of Indebtedness of the Company under the ABL Credit Agreement Issuers or (B) at such time as such Subsidiary Guarantor does not have any Indebtedness of any other Subsidiaries shall also terminate upon such release, sale or transfer, and (ii) none of the Equity Interests of such Guarantor are pledged for the benefit of any holder of any of the Issuers’ Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11or any Indebtedness of any of the Subsidiaries. Upon delivery by the Company The Trustee, subject to the Trustee provisions of Section 12.4 hereof, shall receive an Officers’ Certificate to the effect as conclusive evidence that such transaction sale or other disposition or that such designation was made by the Issuers in accordance with the provisions of this Indenture. Except as provided in Section 11.3(a) hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor not released from its obligations under its Guarantee endorsed shall remain liable for the full amount of the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on the Securities Notes and under for the other Guarantee Obligations as provided in this Article XIIIXI. Notwithstanding the foregoing provisions of this Article XI, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 11.5 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor Guarantor, shall automatically be fully and conditionally released and discharged from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) Indenture upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of all a Guarantor (or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidationits assets) to a Person that an entity which is not (either before a Subsidiary of the Company, or after giving effect to such transaction) upon the Company dissolution of any Guarantor, which sale, disposition or a Restricted Subsidiary; provided such sale or disposition dissolution is not prohibited by otherwise in compliance 99 with this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor shall be deemed released from its obligations under its Guarantee endorsed of the Securities; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure any Indebtedness of the Company shall also terminate upon such sale, disposition or dissolution. Notwithstanding the foregoing, if upon consummation of the Spinoff Transaction, PCA ceases to satisfy the conditions necessary to be a subsidiary of the Company under the definition of "Subsidiary," PCA shall be deemed released from its Guarantee of the Securities. The releases and discharges set forth in the first paragraph of this Section 10.5 shall be effective on the Securities date of consummation thereof. At the written request of the Company, the Trustee shall promptly execute and under deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such releases and discharges, as specified in the first sentence of this Section 10.5. Notwithstanding the foregoing provisions of this Article XIII10, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.5 may elect, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee (a) Prior to the SPV Structure Termination Date, if, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents and under this Article XIII without need for the Proceeds Loans Finance Documents (and subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement), (i) any Proceeds Loan Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Proceeds Loan Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Proceeds Loan Guarantor; (iii) any Proceeds Loan Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Company, another Permitted Affiliate Parent or a Restricted Subsidiary of the Company or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Proceeds Loan Guarantor; (iv) all or substantially all of the Equity Interests or property of any Proceeds Loan Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Proceeds Loan Guarantor is prohibited or restricted by applicable Law from guaranteeing the obligations under the Proceeds Loan Agreement (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Proceeds Loan Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.02 of Annex II; provided that such Proceeds Loan Guarantor is not under any present obligation or claim to pay principal and/or interest on the Proceeds Loans at such time; (vii) a Proceeds Loan Guarantor resigns or as a result of, and in connection with, any Solvent Liquidation; (viii) upon termination of the Proceeds Loan Agreement and payment in full of all Proceeds Loan; or (ix) a Proceeds Loan Guarantor becomes an Excluded Subsidiary, (any such Proceeds Loan Guarantor in (i) to (ix) above, a “Released Proceeds Loan Guarantor”), such Released Proceeds Loan Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Proceeds Loan Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under the Proceeds Loan Finance Documents and its obligations to pledge and grant any Proceeds Loan Collateral owned by this Indenture; (ii) upon it pursuant to any Proceeds Loan Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets Equity Interests of the Released Proceeds Loan Guarantor, the pledge of or security interest in such Subsidiary Equity Interests to the Group Security Agent pursuant to the Proceeds Loan Collateral Documents shall be automatically released. (b) Prior to the SPV Structure Termination Date, if, in compliance with the terms and provisions of the Loan Documents (and subject to the terms of any applicable Collateral Sharing Agreement), (i) all or substantially all of the Equity Interests or property of any Guarantor (including by way of merger are sold or consolidation) otherwise transferred to a Person that or Persons, none of which is not a Loan Party, in an Enforcement Sale or otherwise; (either before ii) a Guarantor is prohibited or after giving effect restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to such transaction) those provided for in this Agreement or the Company or a Restricted SubsidiaryGuaranty); provided that such sale guarantee will be released as a whole or disposition in part to the extent it is not prohibited by this Indenture; necessary to achieve compliance with such prohibition or restriction; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees the Loan Documents as a result of payment by a transaction permitted by, and in compliance with, the Company covenant set forth in Section 5.01 of Indebtedness of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Company under the ABL Credit Agreement or (B) Facilities at such time as such Subsidiary time; (iv) a Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement resigns pursuant to Section 10.11. Upon delivery 10.22 or as a result of, and in connection with, any Solvent Liquidation; or (v) upon termination of the Aggregate Commitments and payment in full of all Obligations, (any such Guarantor in (i) to (v) above, a “Released SPV Guarantor”), such Released SPV Guarantor and (in the case of a sale of all of the Equity Interests of the Released SPV Guarantor) its Subsidiaries that are Guarantors shall, upon the designation, consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any SPV Collateral owned by it pursuant to any SPV Collateral Document and, so long as the Company Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to the Trustee of an Officers’ Certificate to the effect that such transaction was made each release described in this Section 11.09(b) in accordance with the relevant provisions hereofof the SPV Collateral Documents. (c) On or after the SPV Structure Termination Date, if, in compliance with the Trustee shall execute terms and provisions of the Loan Documents (and subject to the terms of any documents reasonably required applicable Intercreditor Agreement), (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, a Permitted Affiliate Parent or another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Company, another Permitted Affiliate Parent or a Restricted Subsidiary of the Company or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in order an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to evidence those provided for in this Agreement or the release of Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under its Guarantee endorsed the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II or Annex IV; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Securities Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection with, any Solvent Liquidation; (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations; or (ix) a Guarantor becomes an Excluded Subsidiary, (any such Guarantor in (i) to (ix) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale of all of the Equity Interests of the Released Guarantor) its Restricted Subsidiaries shall, upon the designation, consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Article XIIIAgreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Released Guarantor, the pledge of or security interest in such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09(c) in accordance with the relevant provisions of the Collateral Documents. (d) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (e) Subject to Section 11.09(a) and (b), the guarantees made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder or any Loan or any other Obligation remains outstanding (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (f) In the event of a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Company, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (g) The Administrative Agent shall be authorized to enter into any documents desirable to evidence or document such release of Guaranty and resignation of such relevant Guarantor.

Release of Guarantors. The Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee of a Subsidiary will remain in effect with respect to the respective Guarantor shall automatically be released from all obligations under its Guarantee endorsed until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such Securities and under this Article XIII without need for any further act or Indenture and all amounts owing to the execution or delivery or any document: Trustee hereunder have been paid; provided, however, that if (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or any Subsidiary conveys, sells, assigns, transfers o otherwise disposes of all or substantially all the capital stock or assets of any Subsidiary that is a Restricted Subsidiary; provided such sale Guarantor to one or disposition is not prohibited by more Persons other than Affiliates of the Company in a transaction complying with the requirements of this Indenture; , or (ii) the Securities are defeased and discharged in pursuant to Article Four hereof, then, in each case of (i) or (ii), upon delivery by the Company of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Guarantor from its obligations under its Subsidiary Guarantee and this Article Sixteen have been complied with, such Guarantor or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution capital stock of such Guarantor; provided that no Default or Event ) shall be released and discharged of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by its Subsidiary Guarantee and under this Article Sixteen without any action on the Company of Indebtedness part of the Company under the ABL Credit Agreement Trustee or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofHolder, and the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of a series and under this Article XIIISixteen. In the event of any consolidation by the Company with or merger of the Company into any other Person or an sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company to any Person in accordance with this Indenture, no subsidiary of the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance is made will be required to assume any obligations of the Guarantors under this Indenture, the Securities or the Subsidiary Guarantees if such successor Person (i) has, at the time of such transaction, a long- term unsecured debt rating from both Moody's Investors Services, Inc. and Standard & Poor's Rating Servi▇▇▇ ▇▇ lower than the lowest rating than assigned by either such rating agency to such indebtedness of the Company and (ii) any long-term unsecured debt of the successor person generally does not have the benefit of any guarantees similar to the Subsidiary Guarantees of the Guarantors.

Release of Guarantors. The Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of a any Subsidiary Guarantor shall automatically to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act sold or the execution or delivery or any document: (i) upon the sale or other disposition otherwise disposed of (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon through the sale or disposition of all or substantially all of the assets of any Subsidiary owning such Subsidiary Guarantor (including by way of merger or consolidationSubsidiary) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary in a transaction permitted under the terms of this Agreement or (y) of any Subsidiary because such Subsidiary has become an Excluded Subsidiary; provided , and, in other case, shall deliver to the holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale sale, other disposition or disposition is such designation of such Subsidiary as an Excluded Subsidiary will comply with the terms of this Agreement, (ii) such Subsidiary shall not prohibited by this Indenture; be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released from and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its obligations under Guarantees of payment by the Company of Indebtedness of the Company Subsidiary Guaranty) under the ABL Credit Agreement or Material Agreements, (B) at the time of, and after giving effect to, such time as release and discharge, no Default or Event of Default shall be existing, (C) no amount is then due and payable under such Subsidiary Guaranty and (D) if in connection with such Subsidiary Guarantor does not have being released and discharged under any Material Agreement any fee or other form of consideration is given to any holder of Indebtedness outstanding that would have required under such Material Agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary Guarantor shall be deemed to enter into a Guaranty Agreement pursuant have been incurred concurrently with such release. Waters Corporation Second Amendment to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.Note Purchase Agreement

Release of Guarantors. The Guarantee (a) In the event that the Company delivers to the holders of the Notes a Subsidiary certificate (a “Guarantor shall automatically be released from all obligations under Release Certificate”) signed by two authorized signatories of the Company confirming that (as at the date of the Guarantor Release Certificate) a substantial part of the Net Borrowings of Cemex España and each of its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Subsidiaries: (i) upon is guaranteed only by Cemex España and/or any other guarantors which are not Guarantors (whether, for the sale avoidance of doubt, as a result of the repayment, redemption, maturity or cancellation of any Financial Indebtedness, or any agreement with any creditor of Cemex España and each of its Subsidiaries or as a result of any other disposition reason); and/or (ii) (A) is subject to provisions in any agreements or documents (including this Agreement) with any creditor of Cemex España and each of its Subsidiaries (or any other party) relating to any Financial Indebtedness of Cemex España and each of its Subsidiaries, which allow for the release of all or any of the Guarantors as guarantors pursuant to such agreements or documents (other than Cemex España, such that the only remaining guarantors of such Financial Indebtedness would in each case be Cemex España and/or any other guarantors which are not Guarantors), and (B) the conditions (if any) to such release pursuant to such agreements or documents have been met by way of consolidation the relevant Guarantor, and (C) any or merger) of all of the Capital Stock of such Subsidiary Guarantor to Guarantors (other than Cemex España) has or have been released (or will be so released at a Person that date which is not later than the date scheduled for release of the relevant Guarantor pursuant to the relevant Guarantor Release Certificate) as guarantors of the relevant Financial Indebtedness pursuant to such agreements or other documents, the obligations of the relevant Guarantor(s) (either before other than Cemex España) under the Note Guarantee shall terminate and such Guarantor(s) shall be discharged in full, and such Persons shall cease to be Guarantor(s), effective as of the date indicated in the Guarantor Release Certificate, which date shall not be earlier than 10 days of receipt by the holders of the Notes of the Guarantor Release Certificate, provided always that any such termination and discharge pursuant to this Section 10.8 would not result in a downgrading of the then current rating of Cemex España assigned by S&P or Fitch Investors Service, Inc. (or an outlook other than positive or stable with respect to such rating) and provided further that at the time of and immediately after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by termination and discharge pursuant to this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that Section 10.8, no Default or Event of Default shall occur have occurred or be continuing, treating Financial Indebtedness of any Excluded Subsidiary Guarantor that is being so terminated and discharged pursuant to this Section 10.8 as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction being incurred on the date of such termination and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.1110.6. (b) For purposes of this Section 10.8, a “substantial part” shall mean an aggregate amount equal to or greater than 85 per cent of the aggregate value of the Net Borrowings of Cemex España and each of its Subsidiaries. Upon delivery The “Net Borrowings” of Cemex España and each of its Subsidiaries referred in this Section 10.8 shall be determined by the Company reference to the Trustee of an Officers’ Certificate most recent compliance certificate delivered to the effect that such transaction was made in accordance with holders of the provisions hereofNotes pursuant to Section 7.2 at the date of the relevant Guarantor Release Certificate. (c) For the avoidance of doubt, the Trustee Guarantor Release Certificate shall execute also: (i) specify the percentage of the Net Borrowings of Cemex España and each of its Subsidiaries which is guaranteed only by Cemex España and/or any guarantors which are not Guarantors; (ii) specify the percentage of the Net Borrowings of Cemex España and each of its Subsidiaries which is subject to provisions in agreements or documents reasonably required in order which allow for the release of the guarantors (other than Cemex España); (iii) certify that the conditions (if any) to evidence the release of such Guarantors in such agreements or documents have been met by Cemex España and each of its Subsidiaries (as appropriate) as at the date of the Guarantor from its obligations under its Guarantee endorsed on Release Certificate; (iv) certify that the Securities and relevant Guarantor(s) has or have been released (or will be so released at a date which is not later than the date scheduled for release of the relevant Guarantor pursuant to the relevant Guarantor Release Certificate) as Guarantor(s) of the relevant Financial Indebtedness (the “Released Guarantor(s)”); (v) identify the relevant Released Guarantor(s); (vi) confirm that neither S&P nor Fitch Investors Service, Inc. will downgrade the then current Rating assigned to Cemex España as a result of the release of the relevant Guarantor(s) as Guarantor(s) under this Article XIIIAgreement; and (vii) confirm that after giving effect to such release, no Default or Event of Default shall have occurred and be continuing. (d) Following delivery of the Guarantor Release Certificate to the holders of the Notes, Cemex España shall provide notice of the release, and termination of the obligations of the Guarantors (other than Cemex España) to the holder of the Notes, in accordance with Section 18 of this Agreement.

Release of Guarantors. The Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of a any Subsidiary Guarantor shall automatically to be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act sold or the execution or delivery or any document: (i) upon the sale or other disposition otherwise disposed of (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon through the sale or disposition of all or substantially all of the assets of any Subsidiary owning such Subsidiary Guarantor (including by way of merger or consolidationSubsidiary) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary in a transaction permitted under the terms of this Agreement or (y) of any Subsidiary because such Subsidiary has become an Excluded Subsidiary; provided , and, in other Waters Corporation Note Purchase Agreement case, shall deliver to the holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale sale, other disposition or disposition is such designation of such Subsidiary as an Excluded Subsidiary will comply with the terms of this Agreement, (ii) such Subsidiary shall not prohibited by this Indenture; be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released from and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its obligations under Guarantees of payment by the Company of Indebtedness of the Company Subsidiary Guaranty) under the ABL Credit Agreement or Material Agreements, (B) at the time of, and after giving effect to, such time as release and discharge, no Default or Event of Default shall be existing, (C) no amount is then due and payable under such Subsidiary Guaranty and (D) if in connection with such Subsidiary Guarantor does not have being released and discharged under any Material Agreement any fee or other Indebtedness outstanding that would have required form of consideration is given to any holder of Debt under such Material Agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. In the event of any such release, for purposes of Section 10.6, all Debt of such Subsidiary Guarantor shall be deemed to enter into have been incurred concurrently with such release. Waters Corporation Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a Guaranty counterpart of this Agreement pursuant to Section 10.11. Upon delivery by the Company and return it to the Trustee Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, WATERS CORPORATION By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President and Treasurer Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of an Officers’ Certificate the date hereof. METLIFE INSURANCE K.K. By: Metlife Investment Management, LLC, its Investment Manager BRIGHTHOUSE LIFE INSURANCE COMPANY By: Metlife Investment Management, LLC, its Investment Manager SYMETRA LIFE INSURANCE COMPANY By: Metlife Investment Management, LLC, its Investment Manager RSUI INDEMNITY COMPANY By: Metlife Investment Management, LLC, its Investment Manager SWISS RE LIFE & HEALTH AMERICA INC. By: Metlife Investment Management, LLC, its Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Waters Corporation Note Purchase Agreement SWISS REINSURANCE COMPANY LIMITED By: Metlife Investment Management Limited, as Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorised Signatory Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the effect that such transaction was made date hereof. LUMICO LIFE INSURANCE COMPANY By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Representative Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director AMERICAN INTERNATIONAL GROUP UK LIMITED, acting by its investment adviser, AIG Asset Management (Europe) Limited, acting by its agent, AIG Asset Management (U.S.), LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CIGNA 401(K) PLAN TRUST By: Barings LLC as Investment Adviser By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in accordance with Fact By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the provisions date hereof. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Investment Professional By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Investment Professional By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Investment Professional Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Director Waters Corporation Note Purchase Agreement THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: New York Life Insurance Company, its attorney-in-fact By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Corporate Vice President Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: PGIM, Inc., as investment manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Second Vice President Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD FIRE INSURANCE COMPANY NAVIGATORS INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President THE HARTFORD RETIREMENT PLAN TRUST FOR U.S. EMPLOYEES By: Hartford Investment Management Company, their investment manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President KANSAS CITY LIFE INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Allianz Global Investors U.S. LLC As the authorized signatory and investment manager By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: VP, Fixed Income Securities Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Head of Private Placements Waters Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Investments DEFINED TERMS As used herein, the Trustee shall execute any documents reasonably required following terms have the respective meanings set forth below or set forth in order to evidence the release of Section hereof following such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.term:

Release of Guarantors. (a) The Note Guarantee of a Subsidiary Guarantor shall automatically (other than Parent) will be unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or any Subsidiary of Parent of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before Equity Interests of, or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the properties and assets of of, such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation or consolidationmerger) by Parent or any Subsidiary to a any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (either before or after giving effect to such transaction3) the Company or release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility, except to the extent such Guarantor is otherwise required to provide a Restricted SubsidiaryGuarantee pursuant to Section 4.17; provided such sale or disposition is not prohibited by this Indenture; or (iii4) upon the liquidation contemporaneous release or dissolution discharge of all Guarantees by such Guarantor; Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17; (b) Except as provided that no under Article Five, a Note Guarantee of Parent may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not have any other Indebtedness outstanding that would have required constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary Guarantor would otherwise be entitled to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by be released from its Note Guarantee following the Company sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee of an Officers’ Certificate Certificate, upon which the Trustee shall be entitled but not obligated to the effect rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such transaction was made in accordance with the provisions hereof, the release and discharge is authorized and permitted under this Indenture. (d) The Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement), (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Initial Borrower, a Permitted Affiliate Parent or another Restricted Subsidiary of the Initial Borrower or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary of the Initial Borrower or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; 135 (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guar▇▇▇▇▇ ▇▇▇igns pursuant to Section 10.22 or as a result of, and in connection with, any Solvent Liquidation; (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations; or (ix) a Guarantor becomes an Excluded Subsidiary, (any such Guarantor in (i) to (ix) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Released Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viiithe Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09(a) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and (b), the Trustee guarantees made herein shall execute remain in full force and effect so long as any Lender shall have any Commitment hereunder or any Loan or any other Obligation remains outstanding (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations under Treasury Services Agreements and Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In the event of a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Initial Borrower, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents reasonably required in order desirable to evidence the or document such release of Guaranty and resignation of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelevant Guarantor.

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for discharged upon any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of following: (1) if such Subsidiary Guarantor ceases to be a Person that is not (either before or after giving effect to such transaction) the Company or a Material Domestic Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; , when it first ceases to be a Material Domestic Restricted Subsidiary; (ii2) upon in the sale or disposition of all or substantially all event of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; (3) the substantially simultaneous release of such Guarantor from all guarantee obligations of such Guarantor in respect of Primary Senior Indebtedness (including any release that is conditioned only on the release of the guarantee hereunder or of the guarantee of other Primary Senior Indebtedness ); (4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine; (5) such Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (6) in the case of any Subsidiary that becomes a Guarantor pursuant to clause (3) of Section 4.14, upon notice to the Trustee (unless otherwise provided that no in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor. (b) Solely in the case of Section 9.11(a)(3), if a Default or Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of such proposed release or discharge of a Note Guarantee, such release or discharge shall not be effective against the Trustee or the Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if Notes to which such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at Note Guarantee relates until such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required Default or Event of Default is cured or waived (unless such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made release or discharge is in accordance connection with the provisions hereofsale of the Equity Interests in such Guarantor constituting collateral for Primary Senior Indebtedness of the Issuer or any Guarantor that constitutes Secured Debt, in each case in connection with the exercise of remedies against such Equity Interests). (c) At the written request of the Issuer, the Trustee shall execute any and deliver all documents that the Issuer or such Guarantor shall reasonably required in order request to evidence the release of such Guarantor from its obligations under this Article Nine (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 9.11); provided, however, that the Trustee shall be entitled to receive an Officer’s Certificate and Opinion of Counsel regarding such release, each stating that a Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Guarantor from its Guarantee endorsed on the Securities complies with this Indenture, before executing and under this Article XIIIdelivering such instruments.

Release of Guarantors. The Guarantee If (a) in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of Agreement, all or substantially all of the assets equity interests of any Guarantor (other than Parent, Holdings (but only if Holdings directly or indirectly owns equity interests in a Borrower) and each of the Borrowers (unless, in the case of the Tranche A Borrower, a successor assumes the obligations of such Subsidiary Guarantor (including by way Borrower in a transaction permitted under Section 6.3)) are sold, transferred or otherwise disposed of merger or consolidation) to a Person or Persons other than Parent or its Subsidiaries (so that such Guarantor is no longer a “Subsidiary”), (b) a Guarantor (other than Parent and each of the Borrowers) (x) ceases to be (or substantially simultaneously with its release as a Guarantor will cease to be) a guarantor of any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Tranche A Borrower in an aggregate principal amount in excess of $500,000,000 and (y) is not (either before or after giving effect substantially simultaneously with its release as a Guarantor will cease to such transactionbe) a borrower under, an issuer of or a guarantor of (A) the Company Amended Credit Agreement, (B) any Contemplated Debt Securities or the Contemplated Private Placement or (C) the Existing CF Notes or (c) a Restricted Guarantor becomes an Exempt Subsidiary; provided , then such sale or disposition Guarantor may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from its Guaranty and all of its obligations under the Guaranty Agreement and the other Loan Documents to which it is not prohibited by this Indenture; a party, and thereafter such Person shall no longer constitute a Guarantor under the Loan Documents. Notwithstanding anything to the contrary in any Loan Document, if (iiii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur a Subsidiary becomes a Guarantor solely as a result thereof of its designation as a borrower under the Amended Credit Agreement or has occurred any modification, extension, exchange, extension, renewal, refinancing, refunding, or replacement thereof, and (ii) such designation as a borrower is continuing; subsequently terminated at the election of Parent or any of its Subsidiaries, then on and after the date that such Subsidiary ceases to be a borrower thereunder, such Guarantor may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from all of its obligations under this Agreement (ivincluding under Section 9.3) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates other Loan Documents and any Restricted Subsidiary that Guaranty to which it is a Subsidiary party, and thereafter such Person shall no longer constitute a Guarantor under this Indenture the Loan Documents, so long as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees as a borrower under, an issuer of, or a guarantor of payment by the Company each item of Indebtedness of the Company under the ABL Credit Agreement or described in clause (Bb) at such time above substantially simultaneously with its release as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11Guarantor. Upon delivery by the Company Notwithstanding anything to the Trustee of an Officers’ Certificate to the effect that such transaction was made contrary in any Loan Document, if (i) in accordance with the provisions hereofAgreed Guarantee Principles, a Subsidiary (whether or not it is a Guarantor) would not be required to be or become a Guarantor, but such Subsidiary is or is required to become a Guarantor solely as a result of the Trustee shall execute any documents reasonably required in order proviso to evidence clause (c) of the definition of “Exempt Subsidiaries” and (ii) the proviso to clause (c) of the definition of “Exempt Subsidiaries” ceases to apply to such Subsidiary (x) prior to or substantially concurrently with the release of such Guarantor from its Guaranty or (y) prior to the time that such Subsidiary would be required to become a Guarantor under Section 5.9, then such Subsidiary may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for the same shall, be released from (1) the requirement to provide a Guaranty and (2) its Guaranty and all of its obligations under its Guarantee endorsed on the Securities Guaranty Agreement and the other Loan Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under the Loan Documents. Notwithstanding anything to the contrary in any Loan Document, at the time that (1) prior to the Tranche A Closing Date the Tranche A Commitments are reduced to zero or terminated or (2) after the Tranche A Closing Date the Tranche A Obligations are repaid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made), then each Guaranty by any Person of the Tranche A Obligations shall be automatically released and terminated and any covenant, condition or other requirement under any Loan Document requiring any Person to become a Guarantor of the Tranche A Obligations shall no longer be required and shall be deemed of no force and effect at and after such time. At the request of the Lead Borrower, the Administrative Agent shall, at the Lead Borrower’s expense, execute such documents as are necessary to acknowledge any such release in accordance with this Article XIIISection 9.17 and in accordance with the applicable Guaranty, so long as the Lead Borrower shall have provided the Administrative Agent a certificate, signed by a Responsible Officer of the Lead Borrower, certifying as to satisfaction of the requirements set forth above and the release of such Guarantor’s Guaranty in compliance with this Agreement and the applicable Guaranty.

Release of Guarantors. The (a) A Note Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII following: (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation consolidation, merger, dividend, distribution or mergerotherwise) of all of the Capital Stock of by such Subsidiary Guarantor to a any Person that is not (either before a Guarantor or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Issuer of all or substantially all of the properties and assets of such Subsidiary Guarantor Guarantor; (including 2) any Transfer directly or indirectly (including, without limitation, by way of merger consolidation , merger, dividend, distribution or consolidationotherwise) to a any Person that is not a Guarantor or the Issuer of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; (either before or after giving effect to such transaction3) the Company merger or a Restricted Subsidiary; provided consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such sale merger or disposition is not prohibited by this Indenture; (iii) consolidation, or upon the liquidation or dissolution of such a Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or (iv4) upon Legal Defeasance legal defeasance, covenant defeasance or Covenant Defeasance satisfaction and discharge of this Indenture in accordance with Article XII Nine. (b) No such release or satisfaction discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and discharge Opinion of Counsel, upon which the Trustee shall have the right to conclusively rely, stating that all conditions precedent provided for in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt relating to such transactions have been complied with. At the request and expense of the consent Issuer, and upon being provided an Officer’s Certificate and Opinion of Holders Counsel, the Trustee shall execute and deliver an instrument evidencing such release pursuant to the terms of this Indenture. (c) If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the requisite percentage of Securities released Guarantor, the basis for release in accordance reasonable detail, and that such release complies with Article IX; (vii) at this Indenture. At the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness request and expense of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to and an Opinion of Counsel that a Guarantor has been released and that execution by the effect that Trustee of an appropriate instrument evidencing the release of such transaction was made in accordance Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Note Guarantee of a Subsidiary any Guarantor shall will be automatically be and unconditionally released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities and under this Article XIII without need for any further act or following: (A) in connection with the execution or delivery or any document: sale of (i) upon the sale or other disposition (including by way that number of consolidation or merger) shares of all of the Capital Stock of such Subsidiary Guarantor to such that Subsidiary Guarantor is no longer a Person that is not (either before or after giving effect to such transaction) Subsidiary of the Company or a another Restricted Subsidiary; provided such sale Subsidiary or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before the Company, Parent or after giving effect to such transaction) another Restricted Subsidiary of the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such GuarantorCompany; provided that no Default or Event such sale complies with Section 4.12; (B) the designation of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary such Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereofof this Indenture; (C) the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article Eight hereof or the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture, or (D) otherwise pursuant to the terms of this Indenture. and in each such case, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other Debt (provided that the Trustee is given 90 days’ written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. The Trustee shall execute any documents reasonably required requested by either the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities Notes and under this Article XIIITen.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee Subject to the limitations set forth in Sections 5.1 and 5.2 hereof, (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale sale, transfer, assignment, lease, conveyance or other disposition (including by way of consolidation or merger) of all of the Capital Stock property of such Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all as an entirety or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) entirety, in each case as permitted by Sections 5.1, 5.2 and 10.3 hereof, and upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company or the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such transaction consolidation, merger, sale, transfer, assignment, conveyance or other disposition was made in accordance with the provisions Sections 5.1, 5.2 and 10.3 hereof, the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities Notes and under this Article XIIIIndenture. Any Guarantor not released from its obligations under its Note Guarantee endorsed on the Notes and under this Indenture shall remain liable for the full amount of principal of (premium, if any) and interest (including Additional Amounts, if any) on the Notes and for the other obligations of a Guarantor under its Note Guarantee endorsed on the Notes and under this Indenture. Concurrently with the defeasance of the Notes under Section 8.2 or satisfaction and discharge of this Indenture under Section 8.5 hereof, the Guarantors shall be released from all of their obligations under their Note Guarantees endorsed on the Notes and under this Indenture, without any action on the part of the Trustee or any Holder of Notes. (b) Upon the sale or other disposition (including by way of merger or consolidation) of any Guarantor or the sale, conveyance, transfer, assignment, lease or other disposition of all or substantially all the assets of a Guarantor pursuant to Section 5.1 hereof, such Guarantor shall automatically be released from all obligations under its Note Guarantees endorsed on the Notes and under this Indenture in accordance with Sections 5.1 and 5.2. 48 (c) At the time a Guarantor (other than the Company) is no longer a borrower or guarantor under the Credit Facility, such Guarantor will be released and relieved from all of its obligations under its Note Guarantee.

Release of Guarantors. The (a) A Guarantee of a Subsidiary Guarantor shall will be unconditionally and automatically be released from all obligations under its Guarantee endorsed on and discharged upon any of the Securities following (other than, with respect to a Guarantor that is a direct or indirect parent of the Issuer, clauses (1) and under this Article XIII (2) below): (1) any Transfer (including, without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including limitation, by way of consolidation or merger) of all of the Capital Stock of such Subsidiary by any Guarantor to a any Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition Guarantor of all or substantially all of the properties and assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of the Parent Guarantor; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; (3) the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Guarantee; or (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine. (b) No such release and discharge of a Guarantee of a Guarantor shall be effective against the Trustee or the Holders of the applicable series of Notes to which such Guarantee relates (i) if an Event of Default shall occur as a result thereof or has have occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor be continuing under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent time of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at proposed release until such time as such Subsidiary Event of Default is cured or waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor does not constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Event of Default, such Guarantor would otherwise be entitled to be released from its Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee an Officer’s Certificate, upon which the Trustee shall have the right to rely, stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with and that such release and discharge is permitted under this Indenture. (c) If the Guarantee of any other Indebtedness outstanding Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11release complies with this Indenture. Upon At the request and cost of the Issuer, and upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate to that a Guarantor has been released and that execution by the effect that Trustee of documents reasonably requested by the Issuer or such transaction was made in accordance Guarantor evidencing the release of the Parent Guarantor from its Guarantee complies with the provisions hereofthis Indenture, the Trustee shall execute any documents reasonably required requested by either the Issuer or a Guarantor in order to evidence the release of such the Parent Guarantor from its obligations under its Guarantee endorsed on the Securities Notes and under this Article XIIITen (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (i) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of related transactions if as a result thereof such Subsidiary Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Restricted Subsidiary; provided such sale Subsidiary (or disposition is not prohibited by this Indenture; or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the sale or disposition of all or substantially all occurrence of the assets of such Termination Date and (b) any Subsidiary Guarantor (including that qualifies as an “Excluded Subsidiary” shall be released by way the Administrative Agent promptly following the request therefor by the Borrower; provided, that the release of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; clause (via)(i) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viiib) (A) from its obligations under the Loan Guaranty if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness becomes an Excluded Subsidiary of the Company under type described in clause (a) of the ABL Credit Agreement definition thereof shall only be permitted if such Guarantor did not become an Excluded Subsidiary of the type described in clause (a) of the definition thereof as a result of (A) a transfer of its equity interests to any Affiliate of the Borrower for a non-bona fide business purpose for less than fair market value or (B) at a non-bona fide transaction the primary purpose of which was to cause such time as such entity to become a non-wholly-owned Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by of the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required Borrower in order to evidence the release of such Guarantor it from its obligations under its Guarantee endorsed on Loan Guaranty. In connection with any such release, the Securities Administrative Agent shall promptly execute and under deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. The execution and delivery of any document pursuant to the preceding sentence of this Article XIIISection 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) In the event that the Borrower delivers to the Administrative Agent, in accordance with Section 6.12(i) of the Credit Agreement, a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: certificate stating that (i) upon the sale or other disposition (including by way aggregate principal amount of consolidation or mergerIndebtedness of all Subsidiaries outstanding pursuant to Sections 6.12(h) and 6.12(i) of all of the Capital Stock of such Credit Agreement is equal to or less than the Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; Debt Basket Amount, and (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing, each Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) shall be released from this Guaranty automatically and without further action, and this Guaranty shall, as to each such Guarantor, terminate and have no further force or effect; provided that, to the extent any such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (iv) upon Legal Defeasance including any extension, renewal or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary refinancing thereof), such Guarantor under shall only be released from this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) Guaranty if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness guarantee of the Company obligations of TINC under the ABL Existing Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously. (b) In the event that (i) any Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) ceases to be a Subsidiary of Holdings as a result of a transaction not prohibited under the Credit Documents or (Bii) at such time as such any Guarantor (other than Holdings or TINC or any Subsidiary Guarantor does of Holdings that owns a Collateral Rig) ceases to own a Collateral Rig in connection with a transaction not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by prohibited under the Company to Credit Documents and the Trustee proceeds of an Officers’ Certificate to the effect that such transaction was made are applied in accordance with the provisions hereofof the Credit Agreement, to the Trustee shall execute any documents reasonably required extent applicable, such Guarantor shall, in order to evidence accordance with the release requirements of Section 9.8 of the Credit Agreement and upon consummation of such transaction, be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a transaction for the purposes of this Section 21(b)); provided that, to the extent any such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor shall only be released from its obligations under this Guaranty if such Guarantor is released from its Guarantee endorsed on guarantee of the Securities and obligations of TINC under this Article XIIIthe Existing Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously.

Release of Guarantors. The Guarantee of a Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from all its obligations under hereunder (and its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Guaranty shall be automatically released) (ia) upon the sale consummation of any permitted transaction or other disposition (including by way series of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur related transactions if as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of payment by the Company a single transaction or series of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding related transactions permitted hereunder; provided, that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and under the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all #94168740v7#95106251v8 documents that such Loan Party shall reasonably request to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Article XIIIAgreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities Loan Documents (and under this Article XIII without need for subject to the terms of any further act or the execution or delivery or any document: applicable Intercreditor Agreement), (i) any Guarantor ceases to be a Restricted Subsidiary or a Permitted Affiliate Parent pursuant to a transaction or designation permitted by this Agreement (including, for the avoidance of doubt, a Permitted Affiliate Parent Release or an Affiliate Subsidiary Release); (ii) any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Initial Borrower, a Permitted Affiliate Parent or another Restricted Subsidiary of the Initial Borrower or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) any Guarantor is a Permitted Affiliate Parent and such Permitted Affiliate Parent becomes a Subsidiary of or is merged into or with the Initial Borrower, another Permitted Affiliate Parent or a Restricted Subsidiary of the Initial Borrower or another Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iv) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (v) a Guarantor is prohibited or restricted by applicable Law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; (vi) a Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II; provided that such Guarantor is not under any present obligation or claim to pay principal and/or interest on the Facilities at such time; (vii) a Guarantor resigns pursuant to Section 10.22 or as a result of, and in connection with, any Solvent Liquidation; (viii) upon termination of the Aggregate Commitments and payment in full of all Obligations; or (ix) a Guarantor becomes an Excluded Subsidiary, (any such Guarantor in (i) to (ix) above, a “Released Guarantor”), such Released Guarantor and (in the case of a sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock Equity Interests of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionthe Released Guarantor) its Restricted Subsidiaries shall, upon the Company or a Restricted Subsidiary; provided designation, consummation of such sale or disposition is not prohibited transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by this Indenture; (ii) upon it pursuant to any Collateral Document and, in the case of a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt Equity Interests of the consent Released Guarantor, the pledge of Holders of or security interest in such Equity Interests to the requisite percentage of Securities in accordance with Article IX; (vii) at Administrative Agent pursuant to the Company’s Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, during any Suspension Period; or (viiithe Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09(a) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the relevant provisions hereofof the Collateral Documents. (b) If a Guaranty has been provided by an Additional Guarantor as required under Section 4.15 of Annex II as a result of its guarantee of other Indebtedness of the Restricted Group, then such Guaranty shall be automatically released (subject to the terms of the applicable Intercreditor Agreement) upon the release or discharge of such Additional Guarantor from such guarantee of other Indebtedness so long as no other Indebtedness that would give rise to the obligation to provide such Guaranty is at the time guaranteed by such Additional Guarantor. In addition, if an Additional Guarantor resigns in accordance with Section 10.22, then the Guaranty of such Additional Guarantor shall be automatically released. (c) Subject to Section 11.09(a) and (b), the Trustee guarantees made herein shall execute remain in full force and effect so long as any Lender shall have any Commitment hereunder or any Loan or any other Obligation remains outstanding (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit or Alternative Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or Alternative L/C Issuer, as applicable, or such Letter of Credit or Alternative Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer or Alternative L/C Issuer, as applicable). (d) In the event of a Post-Closing Reorganization, any Guaranty of a Parent that ceases to be a Parent of the Initial Borrower, shall be automatically released (subject to the terms of the applicable Intercreditor Agreement). (e) The Administrative Agent shall be authorized to enter into any documents reasonably required in order desirable to evidence the or document such release of Guaranty and resignation of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIIrelevant Guarantor.

Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) Notwithstanding Section 10.3(b), upon the sale or disposition (whether by merger, stock purchase, Asset Sale or otherwise) of all a Guarantor to an entity which is not and is not required to become a Guarantor, or substantially all the designation of a Subsidiary of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) Company to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as become an Unrestricted Subsidiary; , which transaction is in compliance with the Indenture (viincluding, without limitation, the provisions of Section 4.7) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s requestand Section 10.3(b), during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is will be deemed released from its obligations under Guarantees its Guarantee of payment by the Company Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Company’s Indebtedness or any Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other of the Company’s Subsidiaries (other than Subsidiaries that are contemporaneously sold or disposed of, or designated as Unrestricted Subsidiaries) shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company’s Indebtedness outstanding or any Indebtedness of any of the Company’s Subsidiaries (other than Subsidiaries that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11are contemporaneously sold or disposed of, or designated as Unrestricted Subsidiaries). Upon delivery by the Company to the Trustee of an Officers’ Certificate Officer’s Certificate, to the effect that such transaction sale or other disposition or that such designation was made by the Company in accordance with the provisions hereofof this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a), any Guarantor not released from its obligations under its Guarantee endorsed shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XIIIX. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Release of Guarantors. The Guarantee (a) If, in compliance with the terms and provisions of a Subsidiary Guarantor shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: Loan Documents, (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets Capital Stock or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a Person or Persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Capital Stock to the Administrative Agent pursuant to the Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section in accordance with the relevant provisions of the Security Documents; provided that no such release under clause (including by way ii) above shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of merger any agreement, document or consolidationinstrument evidencing any Incremental Equivalent Debt, any Refinancing Debt, any Material Subordinated Debt or any Permitted Refinancing Indebtedness of any of the foregoing, or has otherwise guaranteed or given assurances of payment or performance under or in respect of any such Indebtedness of the Borrower.; provided, further, that to the extent any Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (g) to of the definition thereof (as in effect on the Fifth Amendment Effective Date), the transaction resulting in such Subsidiary Guarantor becoming an Excluded Subsidiary shall be (1) with a Person that is not an Affiliate of the Borrower or (either before or after giving effect to such transaction2) (x) for a bona fide business purpose (as determined by the Borrower in good faith) and (y) for fair market value (as determined by the Borrower in good faith). (b) The Guaranteed Parties hereby agree that upon the occurrence of (i) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited Spin-Off pursuant to the Form 10 filed by this Indenture; the Borrower with the SEC on September 7, 2016, as amended on November 2, 2016 and as further amended on February 3, 2017, April 12, 2017, April 27, 2017 and May 4, 2017 and (iiiii) upon to the liquidation or dissolution extent the Borrower and any of such Guarantor; provided that no Default or Event its subsidiaries have guaranteed the Parent Debt, the release of Default shall occur as a result thereof or has occurred all guarantees made by the Borrower and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance any of its subsidiaries in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt respect of the consent of Holders of Parent Debt (the requisite percentage of Securities date on which the events set forth in accordance with Article IX; the foregoing clauses (viii) at and (ii) shall have occurred, the Company’s request“Parent Guaranty Release Date”), during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is Parent shall be automatically released from its obligations under Guarantees of payment by the Company of Indebtedness Parent Guaranty and cease to be a guarantor of the Company under the ABL Credit Agreement Obligations without any further action or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIIInotice.

Release of Guarantors. The Guarantee Without any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Subsidiary Guarantor Guarantor, shall automatically be fully and conditionally released and discharged from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) Indenture upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of all a Guarantor (or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidationits assets) to a Person that an entity which is not (either before a Subsidiary of the Company, or after giving effect to such transaction) upon the Company dissolution of any Guarantor, which sale, disposition or a Restricted Subsidiary; provided such sale or disposition dissolution is not prohibited by otherwise in compliance with this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor shall be deemed released from its obligations under its Guarantee endorsed of the Securities; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure any Indebtedness of the Company shall also terminate upon such sale, disposition or dissolution. Notwithstanding the foregoing, if upon consummation of the Spinoff Transaction, PCA ceases to satisfy the conditions necessary to be a subsidiary of the Company under the definition of "Subsidiary," PCA shall be deemed released from its Guarantee of the Securities. The releases and discharges set forth in the first paragraph of this Section 10.5 shall be effective on the Securities date of consummation thereof. At the written request of the Company, the Trustee shall promptly execute and under deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such releases and discharges, as specified in the first sentence of this Article XIIISection 10.5.