Common use of Releases Clause in Contracts

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (aA) The Subsidiary A Guarantor’s Guarantee with respect to the Notes will be unconditionally, automatically and immediately released and discharged (without the necessity of a Guarantor of a Series of Notes shall be released automaticallyany action by the Trustee or the Collateral Agent or any Holder) upon: (1i) in connection with the consummation of any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation, amalgamation, dividend distribution or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, to the extent such sale or other disposition is permitted by this Indenture; (ii) the consummation of any sale, exchange, transfer or other disposition of the Capital Stock of that Guarantor (including by way of merger merger, consolidation, amalgamation, dividend distribution or consolidationotherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any , to the extent such sale or other disposition of Capital Stock of is permitted by this Indenture; provided that the Guarantor ceases to a Person that is not (either before or after giving effect to such transaction) the Company or be a Subsidiary of the Company, if following such Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3iii) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of such Guarantor; provided no Default or Event of Default occurs as a Guarantor that result thereof or has occurred or is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstandingcontinuing; (Biv) if such Guarantor consolidating with, amalgamating with, merging into or transferring all of its properties or assets to the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeanother Guarantor, upon the consent of the requisite lenders under the Credit Agreement and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist, to the release of extent such Guarantor’s Guarantee of transaction is permitted by this Indenture; (v) subject to clause (D) below, in the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by event such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; orbecomes an Excluded Subsidiary; (Cvi) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in respect of the Notes as provided in Article 9 hereof; (vii) conversion of all outstanding Notes into equity; or (viii) the Company exercising its Legal Defeasance or Covenant Defeasance options as provided for under Section 14.02 hereof. (cB) Upon delivery by the Company to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable a release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture as specified above, the Trustee shall or the Collateral Agent, as applicable, shall, upon receipt by it of the documents described in Section 12.02, execute any documents reasonably required requested by the Company or the Trustee in order to evidence the release of any Guarantor from its obligations under its Guarantee. (dC) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 11.06 will remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations Note Obligations of the Company and any Guarantor under the this Indenture as provided in this Article 1011. (D) Notwithstanding anything to the contrary in this Section 11.06, the release of a Guarantee by a Guarantor and the release of a Lien on assets of a Guarantor securing the Obligations, in each case, solely as a result of such Guarantor becoming an Excluded Subsidiary shall only be permitted if at such time (1) no Event of Default shall have occurred and be outstanding, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary, the Company is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) such transaction shall have been permitted hereunder and made to or with a bona fide unaffiliated third party for bona fide business purposes (as determined by the Company in good faith).

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding such Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1) in connection with any transfer, sale or other disposition of all or substantially all of the assets of that 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 Company, a Guarantor or a Subsidiary Restricted Subsidiary, if the sale or other disposition does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the CompanyCollateral Agreements; (2) in connection with any transfer, sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Company, a Guarantor or a Subsidiary of the CompanyRestricted Subsidiary, if following such the transfer, sale or other disposition, that Guarantor is disposition does not a direct violate Section 4.18 (“Asset Sales”) or indirect Subsidiary Article 5 of this Indenture and complies with the CompanyCollateral Agreements; (3) upon defeasance or satisfaction and discharge if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 as provided under Sections 8.02 (“Legal Defeasance and 11 hereof.Discharge”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge”); (c5) Upon delivery by as provided in the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action Intercreditor Agreements or event giving rise to the applicable release has occurred or was made by the Company any other intercreditor agreement entered into in accordance with the provisions terms of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.Indenture; or (d6) as provided in Section 4.13 of this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumof and interest and premium (including the Applicable Premium), if any, and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if following the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof.; (ce) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to either of the Issuers or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (g) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee as provided under Section 4.16 or a release or discharge of all Guarantees by such Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee. Upon delivery by the Company Partnership to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that any of the action or event giving rise to conditions described in the applicable release foregoing clauses (a) – (g) has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture occurred, the Trustee shall execute any documents reasonably required requested by the Partnership in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, on the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a any Note Guarantor of a Series of Notes shall be automatically and unconditionally released automaticallyand discharged, and no further action by such Note Guarantor, the Company or the Trustee is required for the release of such Note Guarantor’s Note Guarantee: (1) in connection with upon the occurrence of (i) any sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of the Note Guarantor after which the Note Guarantor is no longer a Restricted Subsidiary or (ii) the sale or other disposition of all or substantially all of the assets and property of that the Note Guarantor (including other than by way lease), which sale, exchange, transfer or other disposition under clauses (i) or (ii) of merger or consolidationthis clause (1) to a Person that is not (either before or after giving effect to such transaction) made in compliance with the Company or a Subsidiary applicable provisions of the CompanyIndenture, including Section 4.10 thereof (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time) and Section 5.01 thereof; (2) in connection with any sale unless an Event of Default has occurred and is continuing, the release or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary discharge of the Company, if following Note Guarantor from its Guarantee of Indebtedness under the Senior Credit Facilities or the release or discharge of such sale other Guarantee that resulted in the creation of such Guarantee (except a discharge or other disposition, that Guarantor is not release by or as a direct or indirect Subsidiary result of the Companypayment under such Guarantee); (3) upon defeasance or satisfaction and discharge the designation of any Restricted Subsidiary that is a Note Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 of the corresponding Series Indenture and the definition of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofUnrestricted Subsidiary therein; (4) if such Note Guarantor becomes a Foreign Subsidiary; (5) upon a liquidation the Company exercising its Legal Defeasance or dissolution Covenant Defeasance option as described under Article 8 of a Guarantor that is not prohibited the Indenture or the Company’s obligations under this Supplemental the Indenture being discharged in accordance with the terms of the Indenture; or (56) otherwise with respect to in the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount case of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeMaster Lease Tenants, upon the consent exercise by Ventas of the requisite lenders under the Credit Agreement its option to the release of such Guarantor’s Guarantee of the term purchase loans under the Senior Credit Facilities, and certain other indebtedness subject to the Relative Rights Agreement, or, if there is no Indebtedness in an amount up to $375.0 million (or commitmentsthe “Ventas Purchase Option”) pursuant to the terms of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstandingRelative Rights Agreement; orand (C7) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Note Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company delivering to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect Counsel, each stating that the action or event giving rise to the applicable release has occurred or was made by the Company all conditions precedent provided for in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10relating to such transaction have been complied with.

Releases. A Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged, without further action required on the part of the Subsidiary Guarantor, the Trustee or any Holder of Notes, upon: (a) The any direct or indirect sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is not in violation of the applicable terms of this Indenture; (b) the release or discharge of the Indebtedness or guarantee of Indebtedness by such Subsidiary Guarantor that resulted in the creation of such Guarantee except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); provided that at the time of such release or discharge, such Subsidiary Guarantor is not then a guarantor or an obligor in respect of any other Indebtedness that would require it to provide a Guarantee of a Guarantor of a Series of the Notes shall be released automatically:under the Indenture; (1c) in connection with any sale the sale, exchange, transfer or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, in a transaction that Guarantor (including by way is not in violation of merger or consolidation) the applicable terms of this Indenture, to a any Person that who is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the CompanyDomestic Restricted Subsidiary; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any the release or discharge of such Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount guarantee, and of principal of, premiumall pledges and security, if any, and interest ongranted by such Subsidiary Guarantor in connection with the Senior Secured Credit Facilities, the Notes and for the other obligations except a release or discharge by or as a result of any Guarantor payment under the Indenture as provided in this Article 10.such guarantee (it being understood that a release subject to

Releases. Concurrently with any sale of assets (a) including, if applicable, all of the Equity Interests of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.07 hereof. The Subsidiary Guarantee and all other obligations under this Indenture of a Subsidiary Guarantor of a Series of Notes shall will be released automatically: released: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Issuer or a Subsidiary Restricted Subsidiary, if the Company applies the Net Proceeds of the Company; that sale or other disposition in accordance with Section 4.07 hereof; or (2ii) in connection with any sale or other disposition of Capital Stock all of that the Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; (iii) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee pursuant to Section 4.13 hereof or a release or discharge of all guarantees by such Subsidiary Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee; or (iv) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; (v) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Company or any other Subsidiary of the Company, if following such sale ; or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3vi) upon defeasance Legal Defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and Article 11 hereof. (c) , provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation Section 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the immediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Guarantee. (d) Guarantee and this Indenture. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10.

Releases. The obligations of any Subsidiary Guarantor (aother than any Intermediate Parent) The Subsidiary under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor of a Series of Notes shall be released automaticallythe following occurs: (1) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange or transfer is made in connection compliance with any the applicable provisions of this Indenture; (2) upon the sale or other disposition of all or substantially all of the assets of that such Subsidiary Guarantor (including by way otherwise in accordance with the terms of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Companythis Indenture; (3) upon defeasance or satisfaction the release of such Subsidiary Guarantor from its guarantee, if any, and discharge of all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofSenior Secured Credit Facilities; (4) upon a liquidation the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definition of “Unrestricted Subsidiary” herein; (5) if the Company exercises its Legal Defeasance option or dissolution of a Guarantor that is not prohibited Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Supplemental Indenture are discharged in accordance with this Indenture; (6) the release or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or (5) otherwise with respect to the Guarantee of any Guarantor: (A7) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (merger or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release consolidation of any Guarantor from with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its obligations under its Guarantee. assets to the Company or another Guarantor; in the case of clauses (d1) and (2) of this Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.04. The obligations of Holdings and any Intermediate Parent under its Note Guarantee will be automatically and unconditionally released and discharged upon: (1) the exercise by the Company of its legal defeasance option or covenant defeasance option as described under Article 8 or the discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture as described under “Satisfaction and Discharge” or the consolidation or merger of the Company with Holdings or an Intermediate Parent in a manner permitted pursuant to, the provisions described above under Section 5.01; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate, stating that all conditions precedent provided for in the Indenture relating to such release and discharge have been complied with.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders Holders of all Additional other Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2ii) in connection with any sale or other disposition of Capital Stock capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3iii) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01Sections 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance], Section 8.028.02 [Legal Defeasance and Discharge], Section 8.038.03 [Covenant Defeasance], Section 8.04 [Conditions to Legal or Covenant Defeasance] and Section 11.01 [Satisfaction and Discharge] hereof; (4iv) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5v) otherwise with respect to the Subsidiary Guarantee of any Guarantor: (A1) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding;; or (B2) if the Company has Indebtedness (or commitments) indebtedness outstanding under the Credit Agreement at that timeFacility, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Subsidiary Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if obligations of the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeFacility, upon or the releaseCredit Facility (or a successor thereto) is amended, discharge refinanced, extended, substituted, replaced or termination of renewed without such Guarantor’s Guarantee Guarantor being a guarantor of the term loans under indebtedness thereunder, or if the Credit Agreement, or, if there Facility is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingotherwise terminated. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] and 11 [SATISFACTION AND DISCHARGE] hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will [Releases] shall remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1010 [Subsidiary Guarantees].

Releases. (a) The Subsidiary Guarantee Effective at and after the Closing, the Purchaser hereby waives and releases (on behalf of itself and the Purchaser Related Parties (including, for the avoidance of doubt, the Acquired Companies following the Closing)), to the fullest extent permitted by applicable Law, any and all rights and claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise) that the Purchaser or any Purchaser Related Party may now or hereafter have against the Seller or any of the Seller Related Parties (excluding the Acquired Companies), whether at law or in equity, relating to the Seller’s ownership of the Acquired Companies or the operation of the Business prior to the Closing; provided that nothing in this Section 11.15(a) applies to, or shall constitute a waiver or release of any rights or obligations (i) of a Guarantor party under this Agreement in respect of this Agreement, including Article IX, or for Fraud or under any other Ancillary Agreement or (ii) arising from any matters relating to any Contract or arrangement in its capacity as a Series of Notes shall be released automatically: (1) in connection with any sale customer or other disposition of all or substantially all supplier of the assets Acquired Companies. The rights and claims waived and released by the Purchaser (on behalf of that Guarantor itself and the Purchaser Related Parties) hereunder include claims for damages, indemnification, contribution and other rights of recovery arising out of or relating to any breach of contract, misrepresentation or breach of warranty, negligent misrepresentation, all other claims for breach of duty and all other claims arising under applicable Law. From and after the Closing, the Purchaser shall not, and the Purchaser shall cause the Purchaser Related Parties not to, bring any action, suit or proceeding against the Seller or any Seller Related Party (including by way of merger excluding the Acquired Companies), whether at law or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Companyequity, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series rights or claims waived and released by the Purchaser (on behalf of Notes then outstanding; (Bitself and the Purchaser Related Parties) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingthis Section 11.15(a). (b) The Subsidiary Guarantee Effective at and after the Closing, the Seller hereby waives and releases (on behalf of itself and the Seller Related Parties), to the fullest extent permitted by applicable Law, any and all rights and claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise) that the Seller or any Seller Related Party may now or hereafter have against the Purchaser or any Purchaser Related Party, whether at law or in equity, relating to the Seller’s ownership of the Acquired Companies or of the operation of the Business prior to the Closing; provided that nothing in this Section 11.15(b) applies to, or shall constitute a waiver or release of any rights or obligations (i) of a Guarantor party under this Agreement in respect of this Agreement, including Article IX, or for Fraud or under any other Ancillary Agreement or (ii) arising from any matters relating to any Contract or arrangement in its capacity as a customer or supplier of the Acquired Companies. The rights and claims waived and released by the Seller (on behalf of themselves and the Seller Related Parties) hereunder include claims for damages, indemnification, contribution and other rights of recovery arising out of or relating to any breach of contract, misrepresentation or breach of warranty, negligent misrepresentation, all other claims for breach of duty and all other claims arising under applicable Law. From and after the Closing, the Seller shall be released not, and shall cause the Seller Related Parties not to, bring any action, suit or proceeding against the Purchaser or any Purchaser Related Party, whether at law or in equity, with respect to any of the Notes automatically upon Legal Defeasance, Covenant Defeasance rights or satisfaction claims waived and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery released by the Company to Seller (on behalf of itself and the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations Seller Related Parties) under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 1011.15(b).

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or merger, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if following the sale or other disposition complies with Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of such Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with Article 11 hereof; (e) upon the provisions liquidation or dissolution of this Supplemental Indenture such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) at such time as such Guarantor ceases to Guarantee any other Indebtedness of either of the Trustee shall execute any documents reasonably required in order to evidence the release of Issuers or any Guarantor from its obligations under its Guarantee.in excess of the De Minimis Guaranteed Amount; or (dg) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest and Special Interest, if any, on, the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Parent Guarantee of a Guarantor of a Series of Notes shall will be released automatically: (1a) upon repayment in full of the Notes; (b) upon the merger or consolidation of the Parent with and into the Issuer or upon the liquidation of the Parent following the transfer of all of its assets to the Issuer, in each case in compliance with the applicable provisions of this Indenture; or (c) upon Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.02 and Article 11. The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically: (a) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger merger, consolidation, dividend, amalgamation, distribution or consolidationotherwise) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer; (2b) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Subsidiary of the CompanyIssuer, if following such sale or other disposition, that Subsidiary Guarantor is not no longer a direct or indirect Restricted Subsidiary of the CompanyIssuer; (3c) upon defeasance or satisfaction and discharge repayment in full of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofNotes; (4d) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes as provided in Section 8.02, Section 8.03 and Article 11; (e) upon the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.17; (f) upon a liquidation or dissolution of a Subsidiary Guarantor in a transaction or series of transactions that do not violate the terms of this Supplemental Indenture Indenture; or (g) upon such Subsidiary Guarantor (i) becoming an Immaterial Subsidiary or (ii) to the extent such Subsidiary Guarantor became a Guarantor solely pursuant to Articles 8 and 11 hereof. (c) Upon delivery by Section 4.16(c), upon the Company release of such Subsidiary Guarantor’s guarantee of all obligations with respect to all other Material Indebtedness of the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect Issuer at that the action or event giving rise to the applicable release has occurred or was made by the Company time outstanding in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guaranteeterms thereof. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary A Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1a) in connection with any sale sale, disposition or other disposition transfer of all or substantially all of the assets of that 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 Issuer or a Subsidiary Guarantor, if the sale, disposition or transfer does not violate the provisions of the CompanySection 4.10 hereof; (2b) in connection with any sale sale, disposition or other disposition transfer of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Subsidiary of the CompanyGuarantor, if following such sale the sale, disposition or other disposition, that Guarantor is transfer does not a direct or indirect Subsidiary violate the provisions of the CompanySection 4.10 hereof; (3c) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon defeasance the release or satisfaction and discharge of such Guarantors’ Guarantee of the corresponding Series Credit Agreement or under the Indebtedness that triggered such Guarantor’s Note Guarantee, except a discharge or release by or as a result of Notes payment under such other Guarantee; (e) 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; or (f) upon Legal Defeasance as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance 8.02 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 as provided in Section 12.01 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Guarantee of the Notes by a Guarantor will be automatically and unconditionally released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of a Series of Notes shall be released automaticallyany such Guarantor: (1) in connection with any sale sale, exchange, transfer, conveyance or other disposition of (whether by merger, consolidation or the sale of) a majority of the Capital Stock of such Guarantor (or such lesser portion as is sufficient for such Guarantor to cease to be a Subsidiary of the Company) or the sale of all or substantially all of the assets of that Guarantor (including by way of merger such Guarantor, to or consolidation) to with and into a Person that which is not (either before or after giving effect to such transaction) the Company or a another Subsidiary of the Company; (2) in connection with if any sale Guarantor is dissolved or other disposition of Capital Stock of that Guarantor otherwise no longer obligated to provide a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantee of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of Notes pursuant to the CompanyIndenture; (3) upon defeasance or satisfaction and discharge if such Guarantor’s guarantee of any obligations under any Debt Facility of the corresponding Series Company (including the Credit Agreement) with an aggregate principal or committed amount of Notes $250 million or more is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officer’s Certificate and Opinion of Counsel as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof;required by the Indenture at such time as it guarantees any obligations under any Debt Facility of the Company (including the Credit Agreement) with an aggregate principal or committed amount of $250 million or more; or (4) upon a liquidation the Company’s exercise of its legal defeasance option or dissolution covenant defeasance option as described in Section 12.02 or Section 12.03 of a Guarantor that is not prohibited the First Supplemental Indenture or if the Company’s obligations under this the Indenture and the Notes are discharged in accordance with Section 12.01 of the First Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required requested by either the Company or a Guarantor in order to evidence the release of any such Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations Guarantee under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10II, subject to the Trustee’s receipt of an Opinion of Counsel and Officer’s Certificates stating that all conditions precedent to such release have been met.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor will be released, without the consent of a Series of Notes shall be released automaticallyany Holder: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 of the Company, if the sale or other disposition does not violate Section 4.10 hereof; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition is subject to Section 5.01 hereof; (2) in connection with any sale sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following the sale, issuance or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale, issuance or other disposition; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition, disposition is subject to Section 5.01 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor is not to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof; (4) in the event that such Guarantor was required to become a Guarantor under the provisions of Section 4.17 hereof solely by virtue of clause (y) of the definition of “Domestic Subsidiary,” at such time as such Guarantor shall cease to guarantee or otherwise provide direct or indirect Subsidiary credit support for any Indebtedness of the Company; (35) upon defeasance a Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of the corresponding Series of Notes as provided this Indenture in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indentureaccordance with Article 12; or (56) otherwise in connection with respect an amendment of this Indenture pursuant to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (Sections 9.01 or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding9.02 hereof. (b) The Subsidiary At the Company’s written direction and expense, in the event that a Note Guarantee of a Guarantor shall be released in accordance with respect to this Section 11.05, the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction Trustee will execute and discharge deliver an instrument acknowledging such release in accordance with the terms of this Supplemental Indenture pursuant to Articles 8 and 11 hereof(in a form prepared by the Company). (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumof and interest and premium and Special Interest, if any, and interest on, on the Notes and for the other obligations Obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Notwithstanding the provisions of Section 10.04 hereof, a Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically and relieved of any obligations under its Subsidiary Guarantee: (1) in connection with any upon the sale or other disposition of all or substantially all of the assets of that 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 Subsidiary an Affiliate of the Company, if the sale or other disposition complies with Sections 3.08 and 4.10 hereof and the Subsidiary Guarantor either no longer has any Indebtedness (other than its Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 hereof; (2) in connection with any upon the sale or other disposition of all of the Capital Stock of that such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary an Affiliate of the Company, if following such the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Companycomplies with Sections 3.08 and 4.10 hereof; (3) upon the legal defeasance or satisfaction and discharge of the corresponding Series of Notes as provided described in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 Article 8 hereof;; or (4) upon a liquidation (i) the merger of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (ii) the dissolution of a the Subsidiary Guarantor that is not prohibited under this Supplemental Indentureinto the Company or another Subsidiary Guarantor; or (iii) the transfer of all or substantially all of the assets of such Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or (5) otherwise with respect to at the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount option of the applicable Series of Notes then outstanding; (B) Company, if at any time the Company Subsidiary Guarantor has no Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s other than its Subsidiary Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) assuming it ceased to be a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the Company outstanding under following such release, it would be permitted at the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee release to incur all of all Obligations its then outstanding Indebtedness in compliance with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingSection 4.09 hereof. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Officers' Certificate and and, if requested by the Trustee, an Opinion of Counsel to the effect that one of the action or event giving rise to the applicable release events described in Section 10.05(a) hereof has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture with respect to any Subsidiary Guarantor, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Subsidiary Guarantor of a Series of Notes shall be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (Bd) if the Company no Default or Event of Default has Indebtedness (or commitments) outstanding under the Credit Agreement occurred and is continuing, at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s time as such Subsidiary Guarantor does not Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional any Indebtedness of the Company that is guaranteed by such or any other Guarantor at that time outstanding to other than the release of such Guarantor’s Guarantee Notes. In addition, the Note Guarantees of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor Guarantors shall be released with respect to the Notes automatically upon Legal Defeasance, Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Article 11 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Notwithstanding the provisions of Section 4 hereof, the Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically and relieved of any obligations under its Subsidiary Guarantee: (1i) in connection with any upon the sale or other disposition of all or substantially all of the assets of that 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 Subsidiary an Affiliate of the Company; (2) in connection with any , if the sale or other disposition complies with Sections 3.08 and 4.10 of the Indenture and the Subsidiary Guarantor either no longer has an Indebtedness (other than the Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 of the Indenture, (ii) upon the sale of all of the Capital Stock of that the Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary an Affiliate of the Company, if following such the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary complies with Sections 3.08 and 4.10 of the CompanyIndenture; (3iii) upon the legal defeasance or satisfaction and discharge of the corresponding Series of Notes as provided described in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofArticle 8 of the Indenture; (4iv) upon a liquidation (a) the merger of the Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (b) the dissolution of a the Subsidiary Guarantor that is not prohibited under this Supplemental Indentureinto the Company or another Subsidiary Guarantor; or (c) the transfer of all or substantially all of the assets of the Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or (5v) otherwise with respect to at the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount option of the applicable Series of Notes then outstanding; (B) Company, if at any time the Company Subsidiary Guarantor has no Indebtedness (or commitments) outstanding under other than the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Subsidiary Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) assuming it ceased to be a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the Company outstanding under following such release, it would be permitted at the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee release to incur all of all Obligations its then outstanding Indebtedness in compliance with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.4.09

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 Subsidiary Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the CompanySection 4.10; (2) in connection with any sale or other disposition of the Capital Stock of that 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 Subsidiary of the CompanyRestricted Subsidiary, if following the sale or other disposition does not violate the provisions Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.in accordance with Article 11; (c5) Upon delivery by upon the Company to the Trustee liquidation or dissolution of an Officer’s Certificate and an Opinion such Guarantor, provided that no Default or Event of Counsel to the effect that the action Default occurs as a result thereof or event giving rise to the applicable release has occurred or was made by is continuing; (6) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor and, as a result of or in accordance connection with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order such transaction, such Guarantor dissolves or otherwise ceases to evidence the release of any Guarantor from its obligations under its Guarantee.exist; or (d7) at such time as such Guarantor is no longer required to Guarantee any Indebtedness of the Company, Finance Corp. or any other Guarantor under any Credit Facility. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Subsidiary Guarantor of a Series of Notes shall be released automaticallyunconditionally and automatically released: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger merger, consolidation or consolidationLLC Division) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the CompanyCompany if the sale or other disposition does not violate ‎Section 13.04; (2ii) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor following which the applicable Subsidiary Guarantor is no longer a Subsidiary of the Company to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, Company if following such the sale or other disposition, that Guarantor is disposition does not a direct or indirect Subsidiary of the Companyviolate ‎Section 13.04; (3iii) upon defeasance or satisfaction and discharge in connection with the release of such Subsidiary Guarantor from all guarantee obligations of such Subsidiary Guarantor with respect to the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental IndentureCredit Agreement; or (5) otherwise with respect to the Guarantee of any Guarantor: (Aiv) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in accordance with Article 3 hereof.; and (cb) Upon delivery by upon the Company delivering to the Trustee of an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture such transaction have been complied with. Upon request, the Trustee shall execute any documents reasonably required in order to evidence an instrument evidencing the release of any Guarantor from its obligations under its Guarantee. (d) such Subsidiary Guarantor. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will ‎Section 13.05 shall remain liable for the full amount of principal of(including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of and interest and premium, if any, and interest onon the Notes, the full amount of consideration due upon Conversion of the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10‎Article 13.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor guarantor of a Series of the Notes shall will be automatically released automaticallyand discharged with respect to the Notes: (1a) in connection with any sale or other disposition of all or substantially (i) all of the assets of that Guarantor the Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidationotherwise) to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Company; ; provided that the requirements set forth in Section 2.04 hereto are satisfied or (2ii) in connection with any sale or other disposition all of the Capital Stock of that Guarantor the Guaranteeing Subsidiary to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary subsidiary of the Company; (3b) upon covenant defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee Notes in accordance with Article Four of any Guarantor:the Indenture; (Ac) upon if the prior consent of Holders of a majority in aggregate principal amount of the applicable Series Notes consent to such release, in accordance with the Article Eleven of Notes then outstandingthe Indenture; (Bd) if the Company has Indebtedness Guaranteeing Subsidiary merges with and into the Company; (e) the Guaranteeing Subsidiary merges with and into any person that is or commitmentsbecomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or (f) outstanding under the Credit Agreement at that time, upon the consent payment in full of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Guaranteed Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee Notes. In connection with any release of the term loans Guaranteeing Subsidiary’s obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s its Note Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. clause (ca) Upon above upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel and an Officers’ Certificate to the effect that the action or event giving rise to the applicable such release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Indenture, the Trustee shall will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its Note Guarantee. (d) Any Guarantor not . The Company shall give the Holders of the Notes prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its obligations under its Subsidiary Note Guarantee in respect of the Notes as provided in this Section 10.05 2.05, such Guaranteeing Subsidiary will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10Guaranteed Obligations.

Releases. (a) The Subsidiary Guarantee of a Subsidiary Guarantor of a Series of Notes shall will be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary an Affiliate of the Company; (2) in connection with any sale or other disposition of Capital Stock of that such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary an Affiliate of the Company, if following such sale or other disposition, that such Subsidiary Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance the release, discharge or satisfaction and discharge termination of such Subsidiary Guarantor’s guarantee of all obligations of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofCompany under the Credit Agreement; (4) upon if such Subsidiary Guarantor has become a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee guarantor of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeIndebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s Guarantee guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) all obligations of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.Indebtedness; or (b5) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles the Notes as provided in Article 8 and Article 11 hereof. (cb) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable a release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture as specified above, the Trustee shall shall, upon receipt by it of the documents described in Section 12.02 hereof, execute any documents reasonably required requested by the Company or the Trustee in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (dc) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1i) with respect to a Guarantor other than the Parent, in connection with any sale or other disposition of all or substantially all of the assets of that 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 Parent or a Restricted Subsidiary of the Companyif such sale or other disposition does not violate Section 4.10 hereof; (2ii) with respect to a Guarantor other than the Parent, in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect affect to such transaction) the Company Parent or a Subsidiary of the CompanyRestricted Subsidiary, if following such sale or other disposition does not violate with Section 4.10 hereof and that Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3iii) if the Parent designates any Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to the terms of this Indenture; (iv) upon defeasance the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (v) with respect to a Guarantor other than the Parent, upon the release or satisfaction and discharge of the corresponding Series Note Guarantee by such Guarantor of Notes as provided the Indebtedness that resulted in the creation of such Note Guarantee pursuant to Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof4.16 hereof (but not the release of any Note Guarantee in effect on the Escrow Release Date); (4vi) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance as provided for in Article 8 or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.as provided in Article 12, respectively; or (cvii) Upon delivery with respect to a Guarantor other than the Parent, in connection with an enforcement sale by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company Security Agent in accordance with the provisions terms of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeIntercreditor Agreement. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor will be automatically released without the need for further action by any Person and without the consent of a Series of Notes shall be released automaticallyany Holder: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 of the Company, if the sale or other disposition complies with Section 4.10; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition is subject to Section 5.01; (2) in connection with any sale sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following the sale, issuance or other disposition complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale, issuance or other disposition; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition, that Guarantor disposition is not a direct or indirect Subsidiary of the Companysubject to Section 5.01; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof4.19; (4) upon a liquidation or dissolution of in the event that such Guarantor was required to become a Guarantor that is not prohibited under this Supplemental Indenturethe provisions of Section 4.18 solely by virtue of clause (y) of the definition of “Domestic Subsidiary,” at such time as such Guarantor shall cease to guarantee or otherwise provide direct credit support for any Indebtedness of the Company or any other Guarantor; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 in accordance with Article 12. (b) At the Company’s written direction and 11 hereofexpense, in the event that a Note Guarantee of any Guarantor is released in accordance with this Section 11.05, the Trustee will execute and deliver an instrument acknowledging such release in accordance with the terms of this Indenture (in a form prepared by the Company). (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumof and interest and premium and Special Interest, if any, and interest on, on the Notes and for the other obligations Obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor guarantor of a Series of the Notes shall will be automatically released automaticallyand discharged with respect to the Notes: (1a) in connection with any sale or other disposition of all or substantially (i) all of the assets of that Guarantor the Guaranteeing Subsidiary (including by way of merger merger, consolidation or consolidationotherwise) to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Company; ; provided that the requirements set forth in Section 2.04 hereto are satisfied or (2ii) in connection with any sale or other disposition all of the Capital Stock of that Guarantor the Guaranteeing Subsidiary to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary subsidiary of the Company; (3b) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee Notes in accordance with Article Four of any Guarantor:the Indenture; (Ac) upon if the prior consent of Holders of a majority in aggregate principal amount of the applicable Series Notes consent to such release, in accordance with the Article Eleven of Notes then outstandingthe Indenture; (Bd) if the Company has Indebtedness Guaranteeing Subsidiary merges with and into the Company; (e) the Guaranteeing Subsidiary merges with and into any person that is or commitmentsbecomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or (f) outstanding under the Credit Agreement at that time, upon the consent payment in full of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Guaranteed Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee Notes. In connection with any release of the term loans Guaranteeing Subsidiary’s obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s its Note Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. clause (ca) Upon above upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel and an Officers’ Certificate to the effect that the action or event giving rise to the applicable such release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Indenture, the Trustee shall will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its Note Guarantee. (d) Any Guarantor not . The Company shall give the Holders of the Notes prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its obligations under its Subsidiary Note Guarantee in respect of the Notes as provided in this Section 10.05 2.05, such Guaranteeing Subsidiary will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10Guaranteed Obligations.

Releases. (a) The Subsidiary A Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1a) in connection with any sale sale, disposition or other disposition transfer of all or substantially all of the assets of that 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 Issuer or a Subsidiary Guarantor, if the sale, disposition or transfer does not violate the provisions of the CompanySection 4.10 hereof; (2b) in connection with any sale sale, disposition or other disposition transfer of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Subsidiary of the CompanyGuarantor, if following such sale the sale, disposition or other disposition, that Guarantor is transfer does not a direct or indirect Subsidiary violate the provisions of the CompanySection 4.10 hereof; (3c) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon defeasance the release or satisfaction and discharge of such Guarantors’ Guarantee of the corresponding Series Credit Agreement or under the Indebtedness that triggered such Guarantor’s Note Guarantee, except a discharge or release by or as a result of Notes payment under such other Guarantee; (e) 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; or (f) upon Legal Defeasance as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance 8.02 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 as provided in Section 11.01 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automaticallyIn the event of: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company;, then the corporation acquiring the property will be released automatically and relieved of any obligations under the Note Guarantee; or (2) in connection with any sale or other disposition of Capital Stock of that any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that then such Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction will be released and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee relieved of any Guarantor: (A) upon obligations under its Note Guarantee; provided, in both cases, that such sale or other disposition does not violate Section 4.10 hereof, and the prior consent Net Proceeds of Holders of a majority such sale or other disposition are applied in aggregate principal amount of accordance with the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of this Supplemental Indenture pursuant to Articles 8 and 11 Indenture, including without limitation ‎Section 4.10 hereof. (c) . Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation ‎Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon release of a Guarantor’s guarantee under the Credit Agreement, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with ‎Article 8 hereof or satisfaction and discharge of this Indenture in accordance with ‎Article 11 hereof, each Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section ‎Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article ‎Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released, and such Guarantor deemed automatically and unconditionally released automaticallyand discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if following the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge if the Partnership designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.Article 11 hereof; (de) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) at such time as such Guarantor ceases to Guarantee (or be an obligor with respect to) any Indebtedness (other than the Notes) of either of the Issuers or any other Guarantor in excess of the De Minimis Guaranteed Amount; or (g) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to either of the Issuers or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest and Additional Interest, if any, on, the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee In the event of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (2b) in connection with In the event of any sale or other disposition of Capital Stock of that any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that then such Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction will be released and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee relieved of any Guarantor: (A) upon obligations under its Note Guarantee; provided, in both cases, that the prior consent Net Proceeds of Holders of a majority such sale or other disposition are applied in aggregate principal amount of accordance with the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of this Supplemental Indenture pursuant to Articles 8 and 11 Indenture, including without limitation Section 4.10 hereof. (c) . Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 13 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 12.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1012.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of the Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Notwithstanding the provisions of Section 4 hereof, any Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically and relieved of any obligations under its Subsidiary Guarantee: (1i) in connection with any upon the sale or other disposition of all or substantially all of the assets of that 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 Subsidiary an Affiliate of the Company; (2) in connection with any , if the sale or other disposition complies with Sections 3.08 and 4.10 of the Indenture and the Subsidiary Guarantor either no longer has an Indebtedness (other than the Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 of the Indenture, (ii) upon the sale of all of the Capital Stock of that such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary an Affiliate of the Company, if following such the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary complies with Sections 3.08 and 4.10 of the CompanyIndenture; (3iii) upon the legal defeasance or satisfaction and discharge of the corresponding Series of Notes as provided described in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofArticle 8 of the Indenture; (4iv) upon a liquidation (a) the merger of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (b) the dissolution of a such Subsidiary Guarantor that is not prohibited under this Supplemental Indentureinto the Company or another Subsidiary Guarantor; or (c) the transfer of all or substantially all of the assets of such Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or (5v) otherwise with respect to at the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount option of the applicable Series of Notes then outstanding; (B) Company, if at any time the Company Subsidiary Guarantor has no Indebtedness (or commitments) outstanding under other than the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Subsidiary Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) assuming it ceased to be a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the Company following such release, it would be permitted at the time of such release to incur all of its then outstanding under the Credit Agreement at that time, upon the requisite consent Indebtedness in compliance with Section 4.09 of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Indenture. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that one of the action or event giving rise to the applicable release events described in this Section 5 has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Indenture, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor and the Security Interests granted by a Guarantor (and the Security Interests granted by the Company or TCP, as applicable, in respect of its ownership interests in a Series Guarantor or, as applicable, by the Pledgor in respect of Notes shall its ownership interests in the Company or TCP) for the benefit of the Holders will be automatically and unconditionally released automaticallyupon: (1) any sale, exchange, disposition or transfer (by merger, consolidation or otherwise) made in connection compliance with any sale or other disposition the applicable provisions of all or substantially all of the assets of that Guarantor this Indenture (including by way of merger or consolidationSection 4.12) to a Person that is not (either before or after giving effect to such transaction) the Company, TCP or a Restricted Subsidiary of either the Company or TCP of: (A) all or substantially all of the Capital Stock of such Guarantor (and such Guarantor ceases to be a subsidiary of (x) in the case of any Guarantor other than TCP, the Company or TCP, as the case may be, or (y) in the case of TCP, the Pledgor, in each case, as a result of such sale, exchange, disposition or transfer); or (B) all or substantially all of the assets of such Guarantor; provided that, any such sale, exchange, disposition or transfer of all or substantially all of the Capital Stock of, or all or substantially all of the assets of, TCP may only occur if it is a Permitted Pipeline Sale; provided further that, if TCP is released as a Guarantor in accordance with the foregoing in connection with a Permitted Pipeline Sale, any Subsidiary of TCP that is a Guarantor shall also be released as a Guarantor and any Security Interests granted by such Subsidiary (and the Company;Security Interests granted by TCP in respect of its ownership interests in such Subsidiary) shall also be released. (2) designation of any Guarantor (other than TCP) as an Unrestricted Subsidiary in connection accordance with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the CompanySection 4.40; (3) exercise of Legal Defeasance or Covenant Defeasance, if any, pursuant to Article 8 or upon defeasance or satisfaction payment in full in cash of the applicable Notes and discharge of all other related Senior Debt Obligations that are outstanding, due and payable at the corresponding Series of time the Notes as provided are paid in Section 8.01, Section 8.02, Section 8.03, Section 8.04 full in cash and Section 11.01 hereofdischarged; (4) upon subject to the provisions described in Section 5.01, the merger or consolidation of any Guarantor with and into the Company, another Guarantor or a liquidation or dissolution of Person that will become a Guarantor that is not prohibited under this Supplemental Indenturesubstantially upon the consummation of such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (5) the Note Guarantees or Security Interests granted by the Company or any Guarantors being released and discharged pursuant to the CSAA, as described in the CSAA; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B6) if the Company has Indebtedness (otherwise permitted or commitments) outstanding required under the Credit Agreement at that time, upon the consent terms of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstandingthis Indenture; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.and (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company delivering to the Trustee of an Officer’s Certificate and an Opinion of Counsel to stating that all conditions precedent provided in this Indenture and the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence CSAA for the release of any such Guarantor from its obligations under its Guarantee. Note Guarantee or such Security Interests have been complied with. If the requirements of clauses (da) Any and (b) above have been met, then upon request by the Company, the Trustee will (if required) execute an instrument evidencing the release of the Note Guarantee of such Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 and/or the applicable Security Interests. Additionally, the Trustee will remain liable agree to release or assign the Note Guarantees held or made for the full amount benefit of principal of, premium, if any, and interest on, Holders on the date all outstanding amounts under the Notes and for have been redeemed, subject to reinstatement in the other obligations of event any Guarantor under the Indenture as provided in this Article 10such payments are required to be returned.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including such Guarantor, by way of merger merger, consolidation, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor (by way of merger, consolidation, amalgamation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of Restricted Subsidiary; provided that the Company; (2) in connection with any sale or other disposition of Capital Stock of that does not violate Section 4.10 hereof and the Guarantor ceases to be a Person that is not (either before or after giving effect to such transaction) the Company or Restricted Subsidiary as a Subsidiary result of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in accordance with Article XI hereof.; (c5) Upon delivery by upon the Company to the Trustee liquidation or dissolution of an Officer’s Certificate and an Opinion such Guarantor, provided that no Default or Event of Counsel to the effect that the action Default occurs as a result thereof or event giving rise to the applicable release has occurred or was made by is continuing; (6) upon such Guarantor consolidating with, amalgamating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in accordance with connection with, such transaction such Guarantor dissolves or otherwise ceases to exist; or (7) at such time as such Guarantor is no longer required to be a Guarantor pursuant to the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Section 4.15 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.X.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be automatically and unconditionally released automaticallyand discharged: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such the Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) if that Guarantor becomes an Immaterial Subsidiary; (4) if that Guarantor ceases to be a guarantor or other obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company under a Credit Facility, then that Guarantor will be required to provide a Guarantee in accordance with Section 4.06; (5) upon legal defeasance, covenant defeasance or satisfaction and discharge of the corresponding Series of Notes Indenture as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 Article 7 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental IndentureArticle 8; or (56) otherwise with respect to on the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingFall Away Date. (b) The Subsidiary Guarantee Any release and discharge pursuant to Section 9.06(a) shall occur automatically upon the consummation of a any such transaction without any further action required of the Company, the applicable Guarantor or the Trustee; provided that the Trustee shall be released with respect entitled to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. (c) If, on any date following the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions date of this Supplemental Indenture Indenture: (1) the Trustee Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall execute any documents reasonably required in order to evidence have occurred and be continuing, then, beginning on that day (the release “Fall Away Date”) and continuing at all times thereafter regardless of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided subsequent changes in this Section 10.05 will remain liable for the full amount rating of principal of, premium, if any, and interest onthe Notes, the Notes Guarantees of each of the Guarantors will be automatically released and for Section 4.06 shall cease to apply to the other obligations of any Guarantor under the Indenture as provided in this Article 10Notes.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will automatically be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger merger, consolidation or consolidationotherwise) to a Person that is not (either before or after giving effect to such transaction) the Company Holdings or a Restricted Subsidiary of Holdings, if the Companysale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Holdings or a Restricted Subsidiary of the CompanyHoldings, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Restricted Subsidiary of Holdings, if following the sale of such Capital Stock of that Guarantor does not violate Section 4.10 hereof; provided, in both cases, that the Net Proceeds of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided disposition are applied in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise accordance with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of this Supplemental Indenture pursuant to Articles 8 and 11 Indenture, including without limitation Section 4.10 hereof. (c) . Upon delivery by the Company Issuers to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company Issuers in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) if Holdings properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (d) upon Legal Defeasance or satisfaction and discharge of this Indenture as provided below under Articles 8 and 11 hereof; (e) in connection with any disposition of all or substantially all of the assets of that Guarantor or the Capital Stock of the Guarantor such that the Guarantor ceases to be a Restricted Subsidiary of Holdings if, in either case, the disposition complies with Section 4.07 hereof; (f) in the case of any Restricted Subsidiary which, after the date of this Indenture, is required to guarantee the Notes pursuant to the first or second paragraphs of Section 4.18 hereof (other than as a result of a guarantee of Indebtedness under the Credit Agreement), upon the release or discharge of the Indebtedness or Guarantees incurred by such Restricted Subsidiary which resulted in the obligation to guarantee the Notes (which release may be conditioned upon the concurrent release of the Note Guarantee hereunder); or (g) in the case of any Guarantor which is also a guarantor under the Credit Agreement on the date of this Indenture, upon the release of such guarantee under the Credit Agreement (which release under the Credit Agreement may be conditioned upon the concurrent release of the Note Guarantee hereunder). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, interest and interest Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a A Guarantor of a Series of Notes shall be automatically released automaticallyand relieved of its Obligations under the Note Guarantee without the consent of any Holder of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3i) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under Series A Notes (including, without limitation, pursuant to the Credit Agreement, or, if there is no Indebtedness (Series A Notes Indenture or commitments) the Intercreditor Agreements or as a result of or pursuant to any amendment of the Company outstanding Series A Notes Indenture or Intercreditor Agreements), other than as a result of payment under such Guarantee of the Credit Agreement at that timeSeries A Notes following an “Event of Default” under (and as defined in) the Series A Notes Indenture, or (B) payment in full of the Series A Notes; (ii) upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect Notes receiving an Investment Grade Rating from each Rating Agency on a pro forma basis after giving effect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstandingrelease; or (Ciii) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeupon legal defeasance, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance covenant defeasance or satisfaction and discharge of this Supplemental the Indenture pursuant to Articles 8 as provided under Sections 11.1 and 11 11.2 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (db) Any Guarantor not released from its obligations Obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will 9.4 shall remain liable for the full amount of principal ofof , premium, if any, interest, and interest onAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 109. (c) To the extent that the Obligations of any Guarantor under its Guarantee of the First Lien Obligations are subordinated, then the Note Guarantee of such Guarantor shall be subordinated to the same extent, as required by the Intercreditor Agreements and subject to the subordination of the obligations of any Guarantor under its Guarantee of the Series A Notes to the same extent.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2ii) in connection with any sale or other disposition of Capital Stock all of the Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3iii) upon defeasance in connection with any merger or satisfaction consolidation of that Guarantor with and discharge of into the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation Company or dissolution of a any other Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority surviving Person in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (such merger or commitments) outstanding under the Credit Agreement at that timeconsolidation, upon the consent liquidation of such Guarantor following the requisite lenders under transfer of all of its assets to the Credit Agreement Company or another Guarantor or upon the sale of all or substantially all the assets of such Guarantor to the Company or another Guarantor; provided that after giving effect to the release of the Guarantee of such Guarantor under this clause (iii) (and all other substantially concurrent releases of guarantees made by such Guarantor’s Guarantee ), such Guarantor does not guarantee the Credit Agreement, any of the term loans Existing Notes or any series of Capital Markets Debt issued by the Company or a Guarantor with an aggregate outstanding principal amount in excess of $150,000,000; (iv) at the election of the Company, upon, after or substantially concurrently with the release or discharge of the guarantee by such Guarantor under the Credit Agreement, the Existing Notes or, if there is no Indebtedness (or commitments) as applicable, the guarantee by such Guarantor in respect of the Company outstanding Capital Markets Debt that resulted in the obligation of such Guarantor to guarantee the Notes, except in each case a release or discharge by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such guarantee is reinstated, such Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to this Indenture); provided that after giving effect to the release of the Guarantee of such Guarantor under this clause (iv) (and all other substantially concurrent releases of guarantees made by such Guarantor), such Guarantor does not guarantee the Credit Agreement at that timeAgreement, upon the requisite consent any of the holders Existing Notes or any series of all Additional Indebtedness Capital Markets Debt issued by the Company or a Guarantor with an aggregate outstanding principal amount in excess of $150,000,000; (v) in the case of any Subsidiary of the Company that is guaranteed by becomes a Guarantor at the Company’s election pursuant to clause (2) under Section 4.10(a), upon written notice to the Trustee of the Company’s election to release such Guarantor at that time outstanding (unless otherwise provided in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor) or in any other circumstance described in the release of applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (Cvi) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in accordance with Article 3 hereof.; and (cb) Upon delivery by upon the Company delivering to the Trustee of an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture such transaction have been complied with. Upon request, the Trustee shall execute any documents reasonably required in order to evidence an instrument evidencing the release of any Guarantor from its obligations under its Guarantee. (d) such Guarantor. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will 13.05 shall remain liable for the full amount of principal of(including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of and interest and premium, if any, and interest onon the Notes, the full amount of consideration due upon Conversion of the Notes and for the other obligations of any Guarantor under the this Indenture as provided in and subject to any limitations contained in this Article 1013. (c) Upon delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel to the effect that the applicable requirement set forth in any of clauses (i) through (vi) of Section 13.05(a) has been complied with, the Trustee, at the Company’s expense, shall execute any documents reasonably requested by the Company to evidence the release of the applicable Guarantee.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will automatically and unconditionally be released automaticallyand discharged: (1) with respect to the Note Guarantee of a Guarantor, in connection with any dissolution of a Guarantor or a sale, exchange, transfer, conveyance or other disposition of Capital Stock of that Guarantor by way of merger, amalgamation, consolidation, dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) its direct or indirect parent entity to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition, that disposition does not violate Section 4.10 and the Guarantor is not ceases to be a direct or indirect Restricted Subsidiary of the CompanyCompany as a result of the sale, exchange, transfer or other disposition.; (2) upon the release or discharge of a Guarantor’s Guarantee in respect of Indebtedness that resulted in the issuance after the Issue Date of such Guarantor’s Note Guarantee; AMERICAS 129712752 106 (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof4.19; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in accordance with Article XI hereof.; (c5) Upon delivery by as described under Article XI; (6) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company to or another Guarantor or upon the Trustee liquidation of such Guarantor, in each case, in compliance with the applicable provisions of this Indenture; or (7) at such time as such Guarantor constitutes an Excluded Subsidiary (b) In connection with any release specified above upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture Counsel, the Trustee shall will, at the request and expense of the Company, execute any documents reasonably required necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the release of Company nor any Guarantor from its obligations under its Guarantee. (d) will be required to make a notation on the Note to reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be effected by the Trustee without any consent of the holders or any other action or consent on the part of the Trustee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.X.

Releases. (a) The Subsidiary obligations of any Guarantor under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor of a Series of Notes shall be released automaticallythe following occurs: (1) in connection with any upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor; (2) upon the sale or disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the CompanyGuarantor; (3) upon defeasance or satisfaction the release of such Guarantor from its guarantee, if any, and discharge of all pledges and security, if any, granted by such Guarantor in connection with the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofCredit Facilities; (4) upon a liquidation the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definitions of “Arysta Unrestricted Designation” and “Unrestricted Subsidiary” herein; (5) if the Company exercises its Legal Defeasance option or dissolution of a Guarantor that is not prohibited Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Supplemental IndentureIndenture are discharged in accordance with Article 11 hereof; (6) the release or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or (5) otherwise with respect to the Guarantee of any Guarantor: (A7) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (merger or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release consolidation of any Guarantor from with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its obligations under its Guarantee. assets to the Company or another Guarantor; in the case of clauses (d1) and (2) of this Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.04.

Releases. (a) The Subsidiary Notes Guarantee of a Guarantor of a Series of Notes shall will automatically terminate and be released automaticallyreleased: (1) in connection with upon a sale, exchange, transfer or other disposition (including by way of consolidation, merger, or amalgamation) of any Capital Stock of the relevant Guarantor (whether by direct sale or other sale of a holding company of such Guarantor) as a result of which such Guarantor would no longer be a Restricted Subsidiary, or the sale or disposition of all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of Restricted Subsidiary), in each case if such sale, exchange, transfer or other disposition does not violate this Indenture, the CompanyIntercreditor Agreement or any Additional Intercreditor Agreement; (2) upon the designation in connection accordance with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary this Indenture of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Companyas an Unrestricted Subsidiary; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of the corresponding Series of Notes in accordance with this Indenture, as provided in Section 8.01Article 8 and Article 12, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofrespectively; (4) upon the release of the Guarantor’s Guarantee of any Indebtedness that triggered such Guarantor’s obligation to guarantee the Notes under Section 4.13; provided that no other Indebtedness is at that time Guaranteed by the Guarantor that would result in the requirement that the Guarantor provide a liquidation Notes Guarantee pursuant to Section 4.13; (5) pursuant to the provisions of the Intercreditor Agreement or dissolution of any Additional Intercreditor Agreement; (6) as described under Article 9; (7) in connection with a Permitted Reorganization; provided that the resulting, surviving or transferee Person is or becomes a Guarantor that is not prohibited under this Supplemental Indenturesubstantially concurrently with such Permitted Reorganization; (8) upon payment in full of principal and interest and all other obligations on the Notes; or (59) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders as a result of a majority in aggregate principal amount of the applicable Series of transaction permitted by Article 5. The Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, will automatically terminate and be released only upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or circumstances described in clauses (C3), (5), (6), (7), (8) and (9) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingset forth above. (b) The Subsidiary Guarantee Trustee shall, subject to receipt of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction an Opinion of Counsel and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate pursuant to this Indenture, take all necessary actions at the reasonable request and an Opinion cost of Counsel the Company, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to the effect that the action or event giving rise to the applicable effectuate any release has occurred or was made by the Company of a Notes Guarantee in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order these provisions, subject to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.customary protections and

Releases. (a) The A Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyfrom the Subsidiary Guarantee: (1i) (A) automatically without any further action on the part of the Trustee or any Holder of the Notes, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger merger, consolidation or consolidationotherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; , if the sale or other disposition complies with the applicable provisions of this Indenture relating to Asset Sales, including, without limitation Section 4.10 hereof; (2B) automatically without any further action on the part of the Trustee or any Holder of the Notes, in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor that causes such Subsidiary Guarantor to cease to be a Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such the sale or other dispositioncomplies with the provisions of this Indenture relating to Asset Sales, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction including, without limitation Section 4.10 hereof; and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if automatically without any further action on the Company has Indebtedness (part of the Trustee or commitments) outstanding under any Holder of the Credit Agreement at that timeNotes, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate certifying that Subsidiary Guarantor shall (i) not constitute a Significant Domestic Subsidiary and an Opinion (ii) no longer Guarantee (other than by virtue of Counsel to the effect that the action Subsidiary Guarantee) any Indebtedness having a principal amount of $15.0 million or event giving rise to the applicable release has occurred or was made by more under a Credit Facility; (ii) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Supplemental Indenture, including, without limitation, Section 4.17 hereof; and (iii) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Sections 9.01 and 9.02 hereof, or if the Company’s Obligations under this Indenture the Trustee shall execute any documents reasonably required are discharged in order to evidence the release of any Guarantor from its obligations under its Guaranteeaccordance with Section 9.01(a). (db) Any Subsidiary Guarantor not released from its obligations under its the Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10. (c) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that such release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing any release of a Subsidiary Guarantor from the Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)).

Releases. (a) The Subsidiary Guarantee In the event of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition (i) of all or substantially all of the properties or assets of that any Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following or (ii) of the Capital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Company, then such Guarantor will be automatically and unconditionally released, discharged and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture without any further action by the Company, the relevant Guarantor or the Trustee; provided that any such sale or other disposition, that Guarantor is disposition does not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of violate the applicable Series provisions of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingSection 4.10 hereof. (b) The Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (c) (i) At such time as such Guarantor ceases to guarantee any other Indebtedness of the Company under a Credit Facility such that it would not, if not a Guarantor, be required to become a Guarantor shall under Section 4.14 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture or (ii) with respect to any guarantor that provided a guarantee not required pursuant to the Notes automatically upon terms of this Indenture, at any time at the sole discretion of the Company. (d) Upon Legal Defeasance, Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (ce) Upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (f) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions conditions of this Supplemental Indenture Section 10.05 for a release have been satisfied, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeNote Guarantee and all of its other Obligations under this Indenture. (dg) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal ofof and interest, and premium, if any, and interest on, on the Notes and for the other obligations Obligations of any such Guarantor under the this Indenture as provided in this Article 10. (h) On any Termination Date. (i) As provided in Article 9. In addition, the Company will have the right, upon delivery of an Officer’s Certificate and Opinion of Counsel to the Trustee, to cause any Guarantor that does not guarantee any Indebtedness under any Credit Facility of the Company or Guarantor, and is not otherwise required by the applicable terms of this Indenture, to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding such Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (Guarantor, including by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Guarantor or of a parent entity of that Guarantor (if such parent entity is a Restricted Subsidiary of the Company), including by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 accordance with the applicable provisions hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles hereof as provided in Article 8 and Article 11 hereof; (5) at such time as such Guarantor ceases both (a) to Guarantee any other Capital Markets Indebtedness of the Company or any other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Debt Facility, in each case, that resulted in the creation of such Guarantee; (6) upon the liquidation or dissolution of such Guarantor, if no Default or Event of Default has occurred that is continuing; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction under this clause (7), such Guarantor dissolving or otherwise ceasing to exist. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor hereunder as provided in this Article 10. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the action or event giving rise to the applicable release conditions in Section 10.05(a) hereof has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture occurred, the Trustee shall execute any supplemental indenture or other documents reasonably required requested by the Company in order to evidence the release of any Guarantor from its obligations under its GuaranteeNote Guarantee and this Indenture. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically and unconditionally without the need for any action by any party: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance (i) if the Partnership designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 hereof or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof(ii) such Guarantor becomes an Excluded Subsidiary; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 12 hereof; (5) solely in the case of a Note Guarantee created pursuant to Articles 8 Section 4.16 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as the Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and 11 hereofany other Guarantor and (y) be an obligor with respect to any Indebtedness under a Credit Facility; and (8) upon such Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Partnership or another Guarantor. (b) Upon the release of a Note Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the related Guarantor and, solely with respect to the release of a Note Guarantee under clauses (2), (3)(i) or (4) of Section 11.05(a), the Capital Stock of the released Guarantor, will also be automatically released. (c) Upon delivery by the Company Partnership to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the action or event giving rise to terms of the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumor premium or interest, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor Guarantor, together with all of a Series of Notes shall its other obligations under this Indenture, will be released automaticallyautomatically and unconditionally without the need for any action by any party: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after 85 giving effect to such transaction) the Company or a Subsidiary of the Company, if following such the sale or other disposition complies with Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes Company designates any Restricted Subsidiary that is a Guarantor as provided an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 4.15 hereof; (4) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (5) solely in the case of a Note Guarantee created pursuant to Section 4.14 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any such Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B7) if at such time as the Company has Indebtedness Guarantor ceases to both (or commitmentsx) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional guarantee any other Indebtedness of the Company that is guaranteed by such and any other Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations and (y) be an obligor with respect to such Additional any Indebtedness that is guaranteed by under a Credit Facility, in each case other than the Notes; and (8) upon such Guarantor at that time outstanding; or (C) if consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such another Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Note Guarantee of a any Guarantor shall will be released in connection with respect to a sale of all or substantially all of the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge assets of this Supplemental Indenture pursuant to Articles 8 and 11 hereofsuch Guarantor in a transaction that complies with the conditions set forth in Section 10.04. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions terms of this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumor premium or interest, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of by a Guarantor provides by its terms that it will be automatically and unconditionally released and discharged with respect to the Notes, without further action required on the part of a Series the Guarantor, the Trustee or any holder of Notes shall be released automaticallyNotes, (i) upon: (1) except in connection with the case of the Parent Guarantor, any sale direct or indirect sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is not in violation of the applicable terms of this Indenture; (2) except in the case of the Parent Guarantor, the release or discharge of the Indebtedness or guarantee of Indebtedness by such Guarantor that resulted in the creation of such Guarantee except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); (3) except in the case of the Parent Guarantor, the sale, exchange, transfer or other disposition of all or substantially all of the assets of such Guarantor, in a transaction that Guarantor (including by way is not in violation of merger or consolidation) the applicable terms of this Indenture, to a any Person that who is not (either before or after giving effect to such transaction) the Company Parent Guarantor, the Issuer or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofRestricted Subsidiary; (4) upon a liquidation or dissolution the designation of a any Restricted Subsidiary of the Parent Guarantor that is not prohibited a Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth in Section 4.05 and the definition of “Unrestricted Subsidiary”; (5) the Issuer exercising its legal defeasance option or covenant defeasance option with respect to the Notes as described in Sections 8.02 or 8.03 or the Issuer’s obligations under this Supplemental Indenture being discharged with respect to the Notes in accordance with the terms of this Indenture; (6) upon payment in full of principal, interest and all other obligations in respect of the Notes in accordance with this Indenture; (7) except in the case of the Parent Guarantor, upon the achievement of Investment Grade Status by the Notes; provided that such Guarantee shall be reinstated upon the Reversion Date; or (5) otherwise with respect 8) to the extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the Guarantee of any Guarantor:referred to in such clause; (A9) and, in the case of this clause (i), such Guarantor delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the release of such Guarantee shall have been complied with; or (10) (ii) except in the case of the Parent Guarantor, upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingNotes. (b) The Subsidiary Guarantee Upon request of the Issuer, the Trustee shall evidence such release by executing a Guarantor shall be released with respect supplemental indenture, subject to receipt of an Officer’s Certificate, without the consent of any holder of the Notes automatically upon Legal Defeasance, Covenant Defeasance (other than a release or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereofSection 11.05(a)(ii)). (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee of the Notes as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations Obligations of any Guarantor under the this Indenture as provided in this Article 10XI.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger merger, spin-off, consolidation, amalgamation or consolidationcombination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Subsidiary of Restricted Subsidiary, if the Companysale or other disposition does not violate Sections 4.10, 4.25 or 4.26 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Sections 4.10, 4.25 or 4.26 hereof and the Guarantor ceases to be a Restricted Subsidiary as a result of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 in accordance with Article 12 hereof.; (c5) Upon delivery in connection with enforcement actions taken by the Company to Security Agent or the Trustee of an Officer’s Certificate and an Opinion of Counsel to in accordance with this Indenture, the effect that the action or event giving rise to the applicable release has occurred or was made by the Company Collateral Trust Deed and, if applicable, in accordance with the provisions North American Intercreditor Agreement and any Additional Intercreditor Agreement; or (6) the circumstances provided for under Article 9. Upon any occurrence giving rise to a release of a Guarantee as specified in clauses (1) through (6) above, the Trustee, subject to receipt of certain documents from the Issuer and/or any Guarantor requested pursuant to the terms of this Supplemental Indenture and at the Trustee shall expense of the Issuer, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Except as provided in paragraph (5) above, no release and discharge of the Guarantee will be effective against the Trustee, the Security Agent or the Holders until the Issuer shall have delivered to the Trustee and the Security Agent an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such release and discharge have been satisfied and that such release and discharge is authorized and permitted under this Indenture and the Security Documents and the Trustee and the Security Agent shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel absolutely and without further enquiry. None of the Issuer, the Trustee or any Guarantor from its obligations under its Guarantee. (d) will be required to make a notation on the Notes to reflect any such release, discharge or termination. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, interest and interest Additional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Guarantee In the event of (i) a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale conveyance, sale, assignment, transfer or other disposition of all of the Capital Stock of a Guarantor to any Person (by way of amalgamation, merger, consolidation or otherwise) or all or substantially all of the assets of that a Subsidiary Guarantor to any Person (including by way of merger amalgamation, merger, consolidation or consolidation) to a Person that is not otherwise), (either before or after giving effect to such transactionii) the Company designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (iii) the release or a Subsidiary discharge of the Company; guarantee that resulted in the creation of the Guarantee pursuant to Section 10.20, except a discharge or release by or as a result of payment under such guarantee, or (2iv) a release and discharge of the Guarantor's Guarantee pursuant to Section 4.03, then such Guarantor (or Person acquiring such assets in connection with any the event of a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary all of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release assets of such Guarantor’s ) shall be deemed automatically and unconditionally released from and discharged from all of its obligations under this Article XIII and its Guarantee without any further action required on the part of the term loans under Trustee or any Holder; PROVIDED that, in the Credit Agreementevent such transaction constitutes an Asset Sale, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release Net Cash Proceeds of such Guarantor’s Guarantee of all Obligations conveyance, sale, assignment, transfer or other disposition are applied in accordance with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingSection 10.13 hereof. (b) The Subsidiary Guarantee of a Any Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary, or ceases to the Trustee be a Subsidiary of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions terms of this Supplemental Indenture may, at such time, at the Trustee shall execute any documents reasonably required in order to evidence option of the release Board of any Guarantor from Directors, be released and relieved of its obligations under its Guarantee. 103 (c) Concurrently with the defeasance of the Securities under Section 12.02 hereof, the covenant defeasance of the Securities under Section 12.03 hereof, or the release and discharge of this Indenture under Article IV hereof, the Guarantors shall be released from all their obligations under their Guarantees under this Article XIII. (d) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 13.09. Any Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations of any Guarantor under the Indenture Securities as provided in this Article 10its Guarantee.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically and unconditionally without the need for any action by any party: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 of the CompanyPartnership, if the sale or other disposition complies with Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership, if following such the sale or other disposition complies with Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes Partnership designates any Restricted Subsidiary that is a Guarantor as provided an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 4.17 hereof; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 12 hereof; (5) solely in the case of a Note Guarantee created pursuant to Articles 8 Section 4.16 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as the Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and 11 hereofany other Guarantor and (y) be an obligor with respect to any Indebtedness under a Credit Facility; and (8) upon such Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Partnership or another Guarantor. (b) Upon the release of a Note Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the related Guarantor and, solely with respect to the release of a Note Guarantee under clauses (2) or (4) of Section 11.05(a), the Capital Stock of the released Guarantor, will also be automatically released. (c) Upon delivery by the Company Partnership to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the action or event giving rise to terms of the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumor premium or interest, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or merger, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if following the sale or other disposition complies with Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof;. (ce) Upon delivery by upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) at such time as such Guarantor ceases to Guarantee any other Indebtedness of either of the Issuers or any Guarantor; or (g) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) exist. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, interest and interest Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. The Guarantee of each Time Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Time Guarantor, the Issuer or the Trustee is required for the release of each Time Guarantor’s Guarantee, upon (a) The Subsidiary Guarantee receipt by the Trustee of a Guarantor of a Series of Notes shall notification from the Issuer that such Guarantee be released automaticallyand (b) the occurrence of any of the following: (1a) in connection with any sale direct or indirect sale, exchange, disposition or other disposition transfer (including by merger, consolidation or otherwise) of the Capital Stock of such Time Guarantor, after which such Time Guarantor is no longer a Restricted Subsidiary, or all or substantially all of the assets of that such Time 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 Subsidiary of the Company; (2) in connection with any sale which sale, exchange, disposition or other disposition of Capital Stock of that Guarantor to transfer is made in a Person that is manner not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount violation of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent provisions of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.Indenture; (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance release or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.the guarantee by such Time Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, in each case except a release or discharge by or as a result of payment under such guarantee; (c) Upon delivery by the Company to the Trustee designation of such Time Guarantor as an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07 of this Supplemental the Indenture and the Trustee shall execute any documents reasonably required in order to evidence the release definition of any Guarantor from its obligations under its Guarantee.“Unrestricted Subsidiary”; (d) Any Guarantor not released from the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII of the Indenture or the Issuer’s obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture being discharged in a manner not in violation of Article XI; or (e) the occurrence of a Covenant Suspension Event as described in Section 4.15 of the Indenture; provided that such Guarantee will be reinstated upon the applicable Reversion Date in this Article 10accordance with Section 4.15(c) of the Indenture.

Releases. (a) The Subsidiary Guarantee Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of this Indenture (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guarantor or all of the Capital Stock of a Series Guarantor, then the Guarantor (in the event of Notes shall be released automatically: a sale or other disposition of all of the Capital Stock of such Guarantor) or the Person acquiring the property (1) in connection with any the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released from and relieved of its obligations under this Indenture and its Guarantee made pursuant hereto; provided that Guarantor (including by way in the event of merger or consolidation) to a Person that is not (either before or after giving effect to an Asset Sale, the Net Proceeds from such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition are treated in accordance with the provisions of Capital Stock Section 4.10 of this Indenture (it being understood that Guarantor to a Person that is not (either before or after giving effect to only 77 such transaction) the Company or a Subsidiary portion of the Company, if following Net Proceeds as is required to be applied on or before the date of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of disposition in accordance with the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge terms of this Supplemental Indenture pursuant needs to Articles 8 and 11 hereof. (c) be applied in accordance therewith at such time). Upon delivery by the Company to the Trustee of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company or the Guarantor, as the case may be, in accordance with the provisions of this Supplemental Indenture Indenture, including, without limitation, Section 4.10 of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under this Indenture and its Guarantee made pursuant hereto. If the Guarantor is not released from its obligations under its Guarantee, it shall remain liable for the full amount of principal of and interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture. (b) Upon the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture or upon the release of a Guarantor from its Guarantees of, and all pledges and security interests granted in connection with, all other Indebtedness of the Company or any of their Restricted Subsidiaries, such Guarantor shall be released and relieved of its obligations under this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guarantor as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.07 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10. (c) Each Guarantor shall be released and relieved of its obligations under this Indenture in accordance with, and subject to, Section 4.18 hereof.

Releases. (a) The Subsidiary Notwithstanding the foregoing, any Guarantee of the Notes by the Issuer or by a Guarantor Subsidiary of a Series of Notes the Issuer executed and delivered on the Issue Date, or thereafter as provided in Section 4.10 shall be automatically and unconditionally released automaticallyand discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release of such Subsidiary from its liability in respect of the Debt in connection with which such Guarantee was executed and delivered pursuant to Section 4.10 hereof; (2) any sale or other disposition (by merger or otherwise) of (i) the Capital Stock of such Subsidiary if such Subsidiary ceases to be a Subsidiary of the Issuer as a result of such sale or other disposition, or (ii) all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) such Subsidiary to a any Person that which is not a Subsidiary; provided that (either before or after giving effect to such transactiona) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other disposition, that Guarantor liability of such Subsidiary has been or is not a direct or indirect Subsidiary being released by the holders of the Companyother Debt so guaranteed; (3) upon defeasance the Issuer exercises its rights described under Article 8 or satisfaction and discharge of all the corresponding Series of Notes as provided obligations under this Indenture are discharged in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofaccordance with Article 11; (4) upon a liquidation or dissolution the Issuer designates such Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (liquidation or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release dissolution of such Guarantor’s Guarantee Subsidiary provided that, immediately after giving effect thereto, no Default or Event of Default is continuing. The Issuer shall notify the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) Trustee in writing of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of a Guarantee in accordance with this Section 10.05; provided that no such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon notification shall be a condition for the release, discharge or termination of such Guarantor’s a Guarantee of all Obligations with respect to Additional Indebtedness of the Company at be effective; provided further that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order be under no obligation to evidence inform Holders of the release occurrence of any Guarantor from its obligations under its the release, discharge or termination of a Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of the Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary A Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of a Series Holders of Notes shall and each Guarantor and its obligations under the Note Guarantee will be released automaticallyand discharged upon: (1) in connection with any sale the sale, exchange, disposition or other disposition transfer (including through merger or consolidation) of (x) the Capital Stock of such Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all of the assets of that such Guarantor (including by way of merger if such sale, exchange, disposition or consolidation) to a Person that other transfer is made in compliance with this Indenture and such entity is not (either before or after giving effect to such transaction) the Company or a Subsidiary guarantor of the CompanyABL Obligations of the U.S. borrowers under the ABL Credit Agreement or the Term Loan Obligations (or is substantially contemporaneously released therefrom); (2) in connection with any sale or other disposition of Capital Stock of that the Company designating such Guarantor to a Person that is not (either before or after giving effect to such transaction) be an Unrestricted Subsidiary in accordance with the Company or a Subsidiary provisions of Section 4.07 and Section 4.17 hereof and the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary definition of the Company“Unrestricted Subsidiary”; (3) upon defeasance the release or satisfaction and discharge of the corresponding Series guarantee by, or direct obligations of, such Restricted Subsidiary in respect of Notes the Senior Credit Agreements and any guarantee by such Restricted Subsidiary in respect of Certain Capital Markets Debt (it being understood that a release subject to a contingent reinstatement is still a release), except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; provided that such Restricted Subsidiary is not a guarantor at such time of any other Indebtedness that would result in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthe obligation of such Restricted Subsidiary to guarantee the Notes; (4) upon a liquidation or dissolution in the case of a any Guarantor that is not prohibited or becomes an Excluded Subsidiary, at the election of the Issuers; (5) the Issuers’ exercise of their Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof or if the Issuers’ Obligations under this Supplemental IndentureIndenture are discharged in accordance with Article 11 hereof; or (56) otherwise such Guarantor ceasing to be a Domestic Restricted Subsidiary. In connection with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders such release of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeGuarantor, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company Issuers to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise all conditions precedent provided for in this Indenture to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture such Guarantee have been complied with, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. . The Net Proceeds of such sale or other disposition referred to in clause (d1) above shall be applied, if required, in accordance with the applicable provisions of this Indenture. Any release of a Guarantor under clause (3), (5) or (6) above shall be evidenced to the Trustee by an Officer’s Certificate. Any release of a Guarantor under clause (4) above shall be effective upon the written election of the Issuers, as evidenced to the Trustee by an Officer’s Certificate. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section Sections 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Second Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans all Obligations under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination release of such Guarantor’s Guarantee of all Obligations with respect to Additional all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Second Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Second Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a A Guarantor of a Series of Notes shall be automatically released automaticallyand relieved of its Obligations under the Note Guarantee without the consent of any Holder of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3i) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under Series A Notes (including, without limitation, pursuant to the Credit Agreement, or, if there is no Indebtedness (Series A Notes Indenture or commitments) the Intercreditor Agreements or as a result of or pursuant to any amendment of the Company outstanding Series A Notes Indenture or Intercreditor Agreements), other than as a result of payment under such Guarantee of the Credit Agreement at that timeSeries A Notes following an “Event of Default” under (and as defined in) the Series A Notes Indenture, or (B) payment in full of the Series A Notes; (ii) upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect Notes receiving an Investment Grade Rating from each Rating Agency on a pro forma basis after giving effect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstandingrelease; or (Ciii) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeupon legal defeasance, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance covenant defeasance or satisfaction and discharge of this Supplemental the Indenture pursuant to Articles 8 as provided under Sections 11.1 and 11 11.2 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (db) Any Guarantor not released from its obligations Obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will 9.4 shall remain liable for the full amount of principal of, premium, if any, interest, and interest onAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 109. (c) To the extent that the Obligations of any Guarantor under its Guarantee of the First Lien Obligations are subordinated, then the Note Guarantee of such Guarantor shall be subordinated to the same extent, as required by the Intercreditor Agreements and subject to the subordination of the obligations of any Guarantor under its Guarantee of the Series A Notes to the same extent.

Releases. (a) The Subsidiary A Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of a Series Holders of Notes shall and each Guarantor and its obligations under the Note Guarantee will be released automaticallyand discharged upon: (1) in connection with any sale a sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise) of the Equity Interests of such Guarantor or the sale, exchange, transfer or other disposition of all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect other than to such transaction) the Company or a Restricted Subsidiary of the Companyand as otherwise not prohibited by this Indenture; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactioni) the Company or a Subsidiary designation in accordance with this Indenture of the Company, if following such sale Guarantor as an Unrestricted Subsidiary or other disposition, that (ii) the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary or becomes an Insignificant Subsidiary, a Receivables Subsidiary or Special Purpose Producer, in each case, in a manner not a direct or indirect Subsidiary in violation of the Companythis Indenture; (3) upon defeasance the Company’s exercise of its Defeasance option or satisfaction and discharge of Covenant Defeasance option pursuant to Article 8 hereof or if the corresponding Series of Notes as provided Company’s Obligations under this Indenture are discharged in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 accordance with Article 11 hereof; (4) the release or discharge of the Guarantee (including the Guarantee under the Credit Agreement) which resulted in the creation of such Guarantee pursuant to this covenant; (5) upon a the merger, amalgamation or consolidation of such Guarantor with and into the Company or another Guarantor or upon the liquidation or dissolution of such Guarantor, in each case, in a Guarantor that is manner not prohibited under in violation of this Supplemental Indenture; or (56) as otherwise permitted under Article 9. In connection with respect to the Guarantee of any Guarantor: release under clause (A1) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeabove, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of other disposition does not violate this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. . The Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture. Any release of a Guarantor under clause (d3) or (4) above shall be evidenced to the Trustee by an Officer’s Certificate. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be automatically and unconditionally released automaticallyand discharged: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such the Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) if that Guarantor ceases to be a guarantor or other obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company under a Credit Facility, then that Guarantor will be required to provide a Note Guarantee in accordance with Section 4.06; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the corresponding Series of Notes Indenture as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 Article 7 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental IndentureArticle 8; or (5) otherwise with respect to on the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingFall Away Date. (b) The Subsidiary Guarantee Any release and discharge pursuant to Section 9.06(a) shall occur automatically upon the consummation of a any such transaction without any further action required of the Company, the applicable Guarantor or the Trustee; provided that the Trustee shall be released with respect entitled to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in the Indenture relating to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guaranteesuch transaction have been complied with. (dc) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided If on any date following the Issue Date: (1) the Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing, 14 then, beginning on that day (the “Fall Away Date”) and continuing at all times thereafter regardless of any subsequent changes in this Section 10.05 will remain liable for the full amount rating of principal of, premium, if any, and interest onthe Notes, the Notes Note Guarantees of each of the Guarantors will be automatically released and for Section 4.06 shall cease to apply to the other obligations of any Guarantor under the Indenture as provided in this Article 10Notes.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if following the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof.; (ce) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; or (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to either of the Issuers or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; Upon delivery by the Company Partnership to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that any of the action or event giving rise to conditions described in the applicable release foregoing clauses (a) – (g) has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture occurred, the Trustee shall execute any documents reasonably required requested by the Partnership in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, on the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee and all other obligations under this Indenture of a Guarantor will terminate and be automatically released upon the occurrence of any of the following: (a) a Series sale or other disposition (including by way of Notes shall be released automatically: (1consolidation or merger or otherwise) in connection with any of the Guarantor or the sale or other disposition of all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2Domestic Restricted Subsidiary) in connection with any a transaction or circumstance that does not violate this Indenture; (b) a sale or other disposition of the majority of the Capital Stock of the Guarantor in connection with a transaction or circumstance that Guarantor to a Person that is does not (either before or violate this Indenture and after giving effect to such transaction) which the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not no longer a direct Domestic Restricted Subsidiary; or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of the Guarantor so long as no Default occurs as a result thereof; (d) the designation by the Issuers in accordance with this Indenture of the Guarantor that is not prohibited under as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with this Supplemental Indenture; or (5e) otherwise with respect Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of this Indenture pursuant to Article XI hereof; (f) the release or discharge of the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding of the New Credit Agreement or any other Debt which resulted in the obligation to guarantee the Notes, except a discharge or release by or as a result of payment under such Guarantor’s Guarantee guarantee of all Obligations with respect the New Credit Agreement or any other Debt which resulted in the obligation to such Additional Indebtedness that is guaranteed by guarantee the Notes; or (g) such Guarantor at that time outstanding; or (C) if ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest in favor of Priority Lien Secured Parties or other exercise of remedies in respect thereof, in each case in accordance with the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee terms of the term loans under the Credit Collateral Trust Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee Upon any occurrence giving rise to a release of a Guarantor Note Guarantee as specified in Section 10.04(a) hereof, if the Issuers shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company have delivered to the Trustee of and the Collateral Agent in accordance with Section 13.01 an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect such transactions have been complied with and that the action or event giving rise to the applicable such release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture is authorized and permitted hereunder, then the Trustee shall and the Collateral Trustee will execute any documents reasonably required requested by the Issuers in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee and the release of applicable Guarantor’s obligations under this Indenture. Neither the Issuers nor any Guarantor from its obligations under its Guaranteewill be required to make a notation on the notes to reflect any Note Guarantee or any such release, termination or discharge. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (Guarantor, including by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Guarantor or of a parent entity of that Guarantor (if such parent entity is a Restricted Subsidiary of the Company), including by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 accordance with the applicable provisions hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles hereof as provided in Article 8 and Article 11 hereof; (5) at such time as such Guarantor ceases both (a) to Guarantee any other Indebtedness of the Issuers or any other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be a Domestic Subsidiary that is an obligor with respect to any Indebtedness under any Debt Facility; (6) upon the liquidation or dissolution of such Guarantor, if no Default or Event of Default has occurred that is continuing; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuers or another Guarantor, and as a result of, or in connection with, such transaction under this clause (7), such Guarantor dissolving or otherwise ceasing to exist. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (db) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the Indenture hereunder as provided in this Article 10. (c) Upon delivery by the Issuers to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the conditions in Section 10.05(a) hereof has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallydeemed automatically discharged and released: (1) in connection with any direct or indirect sale, conveyance or other disposition of the capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of that such Guarantor (including by way of merger merger, amalgamation or consolidation) to a any Person that is not (either before or after giving effect other than to such transaction) the Company or a any Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to if such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct dissolved or indirect Subsidiary liquidated in accordance with the provisions of the Companythis Indenture; (3) upon defeasance or satisfaction and discharge if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4) upon the transfer of such Guarantor in a liquidation transaction that (i) qualifies as a Permitted Investment or dissolution of as a Guarantor Restricted Payment that is not prohibited under this Supplemental Indenture; orSection 4.07 if following such transfer such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company or (ii) following such transaction, such Guarantor is a Restricted Subsidiary that is not required to become a Guarantor pursuant to Section 4.15; (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture in accordance with Article 8 or Article 11 hereof, as applicable; (6) in the case of any Restricted Subsidiary which after the date of this Indenture is required to guarantee the Notes pursuant to Articles 8 and 11 hereof.Section 4.15, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any Restricted Subsidiary or the repayment of all the Indebtedness which resulted in an obligation to guarantee the Notes; or (c7) Upon delivery by with the Company to consent of the Trustee requisite Holders of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company Notes in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required under Article 9, including consents obtained in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) connection with a tender offer or exchange offer for, or purchase of, Notes. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Notes Guarantee of a Guarantor of a Series of Notes shall be released automaticallyreleased: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that such Guarantor (including by way of merger merger, amalgamation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.9, Section 5.1 and other applicable provisions of this Indenture; (2ii) in connection with any sale sale, exchange, transfer or other disposition of Capital Stock of that Guarantor (whether by direct sale or through a holding company) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such sale the sale, exchange, transfer or other disposition, that disposition does not violate Section 4.9 and other applicable provisions of this Indenture and as a result of such disposition such Guarantor is not no longer qualifies as a direct or indirect Subsidiary of the Company; (3iii) upon defeasance designation by the Company of such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (iv) upon repayment in full of the Notes or upon Legal Defeasance in accordance with Section 8.2 or Covenant Defeasance in accordance with Section 8.3 or upon satisfaction and discharge of the corresponding Series of Notes as provided this Indenture in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof8.5; (4v) when required pursuant to the Intercreditor Agreement, upon the sale of all the Capital Stock of, or all or substantially all of the assets of, such Guarantor or its parent entity pursuant to a security enforcement sale in compliance with the Intercreditor Agreement; (vi) upon a the liquidation or dissolution of a Guarantor that such Guarantor, provided no Default or Event of Default has occurred or is not prohibited under this Supplemental Indenturecontinuing; (vii) pursuant to Sections 9.1 and 9.2; or (5) otherwise with respect to the Guarantee of any Guarantor: (Aviii) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee consolidation with, amalgamation with, merger into or transfer of the term loans under the Credit Agreement, or, if there is no Indebtedness (all or commitments) substantially all of its properties or assets to the Company outstanding under the Credit Agreement at that timeor another Guarantor, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by and as a result of, or in connection with, such transaction such Guarantor at that time outstanding dissolving or otherwise ceasing to exist to the release extent such transaction does not violate the provisions of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingthis Indenture. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event any occurrence giving rise to a release as specified above, the applicable release has occurred or was made by Trustee, at the sole cost and expense of the Company in accordance with and upon receipt of the provisions of this Supplemental Indenture the Trustee shall documents required by Section 12.2, will execute any documents reasonably delivered to it and certified by a responsible officer of the Company as being required in order to evidence the release or effect such release, discharge and termination in respect of any Guarantor from its obligations under its such Notes Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; provided, in both cases, that the Company delivers to the Trustee an Officers’ Certificate certifying that the Net Proceeds of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided disposition will be applied in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise accordance with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of this Supplemental Indenture pursuant to Articles 8 and 11 Indenture, including without limitation Section 4.10 hereof. (c) . Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture such Officers’ Certificate, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions hereof; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge hereof as provided in Article 8 and Article 11 hereof; or (5) at such time as such Guarantor (a) does not Guarantee any Indebtedness of the Company or any other Guarantor other than the Notes (except as a result of payment under any such other Guarantee) and (b) is not a Domestic Subsidiary that is an obligor with respect to any Indebtedness under any Credit Facility. (db) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the Indenture hereunder as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of a the Subsidiary Guarantor of a Series of Notes shall be released automaticallyreleased: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company), if following the Issuer that directly or indirectly owns such Subsidiary Guarantor applies the Net Proceeds of such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary in accordance with the applicable provisions of the CompanyIndenture; (3ii) upon defeasance or satisfaction and discharge in connection with the sale of all of the corresponding Series capital stock of Notes as provided a Subsidiary Guarantor, if the Issuer that directly or indirectly owns such Subsidiary Guarantor applies the Net Proceeds of that sale, in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofaccordance with the applicable provisions of the Indenture; (4iii) upon in connection with any transaction which results in a liquidation or dissolution Subsidiary Guarantor ceasing to be a Restricted Subsidiary of a Guarantor an Issuer, if the transaction is not in violation of the applicable provisions of the Indenture; (iv) if an Issuer designates any Restricted Subsidiary of such Issuer that is not prohibited under this Supplemental a Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the applicable provisions of the Indenture; or (v) if a Subsidiary Guarantor has no outstanding Indebtedness after giving effect to such release other than pursuant to clause (2), (4), (5), (6) otherwise (with respect to the Guarantee Permitted Refinancing Indebtedness in respect of any Guarantor: Indebtedness initially incurred under clause (A2) upon the prior consent or (5) only), (7), (10), (11), (12), (13), (14) or (15) of Holders of a majority in aggregate principal amount Section 4.09 of the applicable Series Indenture or pursuant to clause (9) of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent Section 4.09 of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness Indenture (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding incurred under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee any of the term loans under foregoing clauses) and an Officers’ Certificate certifying the Credit Agreement, or, if there foregoing is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect presented to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant Trustee together with a request to Articles 8 and 11 hereof. (c) release such Subsidiary Guarantor from its Subsidiary Guarantee. Upon delivery by the Company Issuers to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company Issuers in accordance with the provisions of this Supplemental Indenture the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (db) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, of and interest on, on the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) The Subsidiary Second Lien Notes Guarantee of a Guarantor of a Series of Notes shall will terminate and be automatically and unconditionally released automaticallyand discharged: (1) in connection with any upon a sale or other disposition (including by way of stock issuance, consolidation or merger) of the Capital Stock of such Guarantor after which such Guarantor is not a Restricted Subsidiary or the sale or disposition of all or substantially all of the assets of that the Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; Restricted Subsidiary) otherwise permitted by this Indenture; (2) upon the designation in connection accordance with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary this Indenture of the Company, if following such sale or other disposition, that occurrence of any event after which the Guarantor is not no longer a direct or indirect Subsidiary of the Company; Restricted Subsidiary; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes Second Lien Notes, as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 Article 8 and Section 11.01 Article 12 hereof; ; (4) upon a liquidation or dissolution of a to the extent that such Guarantor that is not prohibited under this Supplemental Indenturean Immaterial Subsidiary solely due to the operation of the proviso of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (5) otherwise with respect to the Guarantee upon any Guarantor becoming an Excluded Subsidiary (other than as a result of any Guarantor: (A) upon the prior consent being an Immaterial Subsidiary), so long as such Guarantor does not guarantee or act as a co-issuer or co-borrower of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the ABL Credit Agreement, orany First Lien Obligations, if there is no Indebtedness (any Second Lien Obligations or commitments) syndicated bank indebtedness or capital markets debt securities in a principal amount in excess $2.0 million of the Company outstanding or any of its Restricted Subsidiaries (other than an Excluded Subsidiary); (6) to the extent such Guarantor was required to provide a Second Lien Notes Guarantee pursuant to the covenant described below under the Credit Agreement at that time, Section 4.17 upon the requisite consent release or discharge of the holders guarantee of all Additional Indebtedness such Guarantor of each of the obligations of the Company or its Restricted Subsidiaries that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving gave rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.the

Releases. The Note Guarantee of a Guarantor, as applicable, shall be automatically and unconditionally released and discharged: (a) The Subsidiary Guarantee in the case of a any Guarantor of a Series of Notes shall be released automatically: (1) other than the Parent Company, in connection with any sale sale, assignment, exchange, transfer, conveyance or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger merger, consolidation, amalgamation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if such sale, assignment, exchange, transfer, conveyance or other disposition does not violate Section 4.10 hereof; (2b) in the case of any Guarantor other than the Parent Company, in connection with any sale sale, assignment, exchange, transfer, conveyance or other disposition of Capital Stock of that Guarantor by way of merger, consolidation, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Issuer, if such sale, assignment, exchange, transfer, conveyance or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of the sale, assignment, exchange, transfer, conveyance or other disposition; (c) in the case of any Guarantor other than the Parent Company, the release or discharge of the Guarantee by such Guarantor with respect to the Indebtedness that resulted in the creation of such Note Guarantee; (d) in the case of any Guarantor other than the Parent Company, if following the Issuer designates such sale or other disposition, that Guarantor is not a direct or indirect to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Companythis Indenture; (3e) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of the Parent Company or other Guarantor in a Guarantor transaction or series of transactions that is does not prohibited under violate the terms of this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (Af) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (Legal Defeasance or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Article 11 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10. If the requirements of this Section 10.05 are satisfied, then upon request by the Issuer and receipt of an Officer’s Certificate and Opinion of Counsel, the Trustee shall execute an instrument evidencing the release of such Guarantor.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor will be automatically released and discharged without any further action by the Issuer, the relevant Guarantor or the Trustee and such Guarantor's obligations under the Note Guarantee, any Guarantee Agreement and this Senior Notes Indenture will automatically terminate and be of a Series of Notes shall be released automaticallyno further force and effect: (1i) with respect to a Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger merger, consolidation, amalgamation or consolidationcombination) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Subsidiary of Restricted Subsidiary, provided, that the Companysale or other disposition does not violate Section 4.10 hereof; (2ii) with respect to a Guarantor, in connection with any sale or other disposition of Capital Stock of that Guarantor (or Capital Stock of any Parent Holdco of such Guarantor (other than the Issuer or any Parent Holdco of the Issuer)) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary, provided, that the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary as a result of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3iii) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 4.16 hereof; (4iv) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance as provided for in Article 8 hereof or satisfaction and discharge of this Supplemental Senior Notes Indenture pursuant as provided for in Article 11 hereof ; (v) upon the full and final payment of the Senior Notes and performance of all Obligations of the Issuer and the Guarantors under this Senior Notes Indenture, any Guarantee Agreement and the Senior Notes; (vi) as described under Section 9.02 hereof; (vii) with respect to Articles 8 an additional Note Guarantee given under Section 4.14 hereof, upon release of the guarantee that gave rise to the requirement to issue such additional guarantee so long as no Default or Event of Default would arise as a result thereof and 11 no other Indebtedness that would give rise to an obligation to give an additional Note Guarantee is at that time guaranteed by the relevant Guarantor; (viii) as a result of a transaction permitted or not prohibited by Section 5.01 hereof; or (ix) as part of a Permitted Reorganization. (cb) Upon delivery by any occurrence giving rise to a release of a Note Guarantee, as specified above, the Company Trustee, subject to the Trustee receipt of an Officer’s 's Certificate and an Opinion of Counsel to from the effect that Issuer and/or Guarantor will, upon the action or event giving rise to request of the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall Issuer, execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee, subject to customary protections and indemnifications. Neither the release of Issuer, the Trustee nor any Guarantor from its obligations under its Guaranteewill be required to make a notation on the Senior Notes to reflect any such release, discharge or termination. Each of the releases set forth above shall be effected by the Trustee without the consent of the Holders or any other action or consent on the part of the Trustee. (dc) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, interest and interest Additional Amounts, if any, on, the Senior Notes and for the other obligations of any Guarantor under the this Senior Notes Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor Guarantor, together with all of a Series of Notes shall its other obligations under this Indenture, will be released automaticallyautomatically and unconditionally without the need for any action by any party: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be the Issuer or a Restricted Subsidiary of the Issuer as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance (i) if any Restricted Subsidiary that is a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 4.15 hereof or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof(ii) if such Guarantor becomes an Excluded Subsidiary; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 12 hereof; (5) solely in the case of a Note Guarantee created pursuant to Articles 8 Section 4.14 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuer and 11 hereofany other Guarantor and (y) be an obligor with respect to any Indebtedness under a Credit Facility, in each case, other than the Notes; and (8) upon such Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Issuer or another Guarantor. (b) Upon the release of a Note Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the released Guarantor and the Capital Stock of the released Guarantor will also be automatically released. (c) Upon delivery by the Company Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions terms of this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumor premium or interest, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that 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 Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series such series of Notes as provided in Section 8.01Sections 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance], Section 8.028.02 [Legal Defeasance and Discharge], Section 8.038.03 [Covenant Defeasance], Section 8.04 [Conditions to Legal or Covenant Defeasance] and Section 11.01 [Satisfaction and Discharge] hereof; (4) upon a liquidation or the dissolution of a Guarantor that is not prohibited permitted under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series series of Notes then outstanding;; or (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeAgreement, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of all obligations of the term loans Company under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional other Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] and 11 [SATISFACTION AND DISCHARGE] hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will [Releases] shall remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1010 [SUBSIDIARY GUARANTEES].

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallydeemed automatically discharged and released: (1a) in connection with any direct or indirect sale, conveyance or other disposition of the capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of that such Guarantor (including by way of merger merger, amalgamation or consolidation) to a any Person that is not (either before or after giving effect other than to such transaction) the Company or a any Subsidiary of the Company; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to if such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct dissolved or indirect Subsidiary liquidated in accordance with the provisions of the Companythis Indenture; (3c) upon defeasance or satisfaction and discharge if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation or dissolution the consummation of a Guarantor transaction (i) that qualifies as a Permitted Investment or as a Restricted Payment that is not prohibited under Section 4.07 if following such transaction such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company or (ii) if following such transaction, such Guarantor is an Excluded Subsidiary; provided that in no event shall any transaction (i) constituting a Restricted Payment or disposition of less than a majority of the issued and outstanding Equity Interests of a Guarantor to an Affiliate of the Company (other than pursuant to a bona fide transaction that is otherwise permitted under this Supplemental Indenture; or ) and (5ii) otherwise with respect entered into for the primary purpose of causing such Guarantor to be released from its Note Obligations under the Note Documents and ceasing to constitute a Guarantor under the Notes result in the release of the Guarantee by the applicable Guarantor as a result of any Guarantor: this clause (A4) upon on the prior consent of Holders of a majority in aggregate principal amount basis that such Subsidiary Guarantor has become an Excluded Subsidiary pursuant to clause (e) of the applicable Series of Notes then outstandingdefinition thereof; (Be) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with Article 8 or Article 11 hereof, as applicable; (f) in the provisions case of this Supplemental Indenture any Restricted Subsidiary which after the Trustee shall execute Issue Date is required to guarantee the Notes pursuant to Section 4.15, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any documents reasonably required Restricted Subsidiary or the repayment of all the Indebtedness which resulted in order an obligation to evidence guarantee the Notes; (g) with the consent of the requisite Holders of the Notes in accordance with Section 9.02 hereof, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; or (h) such Guarantor being (or being substantially concurrently) released or discharged from all of its Indebtedness under all Credit Facilities except for a release or discharge of such Indebtedness as a result of payment in full of the Credit Facilities. For the avoidance of doubt, notwithstanding the foregoing, (i) the consummation of the Merger will not cause the automatic discharge and release of any Guarantee; and (ii) with respect to Indebtedness incurred by Cedar Fair prior to the Merger and guaranteed by a Cedar Fair Subsidiary Guarantor, the repayment, satisfaction or discharge of such Indebtedness will not cause the release of any such Cedar Fair Subsidiary Guarantor’s Guarantee of the Notes unless such Cedar Fair Subsidiary Guarantor is released from its obligations under its Guarantee. (d) guarantee of all Indebtedness of the Company. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyautomatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of this Indenture described under Section 4.16 hereof; (4) with respect to any Guarantor that, as of the date of this Indenture, is a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, if that Guarantor ceases to be a guarantor or other obligor with respect to any such Indebtedness; provided, however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness under a Credit Facility, then that Guarantor will be required to provide a Note Guarantee in accordance with Section 4.15 hereof; (5) with respect to any Guarantor that, as of the date of this Indenture, is not a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to any Restricted Subsidiary that is not a Guarantor; (6) upon legal defeasance, covenant defeasance or satisfaction and discharge of the corresponding Series of Notes this Indenture as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 Article 8 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental IndentureArticle 11; or (57) otherwise with respect to on the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstandingFall Away Date. (b) The Subsidiary Guarantee Any release and discharge pursuant to Section 10.05(a) shall occur automatically upon the consummation of a any such transaction without any further action required of the Company, the applicable Guarantor or the Trustee; provided that the Trustee shall be released with respect entitled to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect Counsel, each stating that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as all conditions precedent provided for in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10relating to such transaction have been complied with.

Releases. (a) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall will be released automaticallydeemed automatically discharged and released: (1a) in connection with any direct or indirect sale, conveyance or other disposition of the capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of that such Guarantor (including by way of merger merger, amalgamation or consolidation) to a any Person that is not (either before or after giving effect other than to such transaction) the Company or a any Subsidiary of the Company; (2b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to if such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct dissolved or indirect Subsidiary liquidated in accordance with the provisions of the Companythis Indenture; (3c) upon defeasance or satisfaction and discharge if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation or dissolution the consummation of a Guarantor transaction (i) that qualifies as a Permitted Investment or as a Restricted Payment that is not prohibited under this Supplemental IndentureSection 4.07 if following such transaction such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company or (ii) if following such transaction, such Guarantor is an Excluded Subsidiary; or (5) otherwise with respect to the Guarantee of provided that in no event shall any Guarantor: transaction (A) upon constituting a Restricted Payment or other disposition of less than a majority of the prior consent of Holders issued and outstanding Equity Interests of a majority in aggregate principal amount Guarantor to an Affiliate of the Company (other than pursuant to a bona fide transaction that is otherwise permitted under this Indenture) and (B) entered into for the primary purpose of causing such Guarantor to be released from its Note Obligations under the Note Documents and ceasing to constitute a Guarantor under the Notes result in the release of the Guarantee by the applicable Series Guarantor as a result of Notes then outstandingthis clause (d) on the basis that such Guarantor has become an Excluded Subsidiary pursuant to clause (d) of the definition thereof; (Be) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with Article 8 or Article 11 hereof, as applicable; (f) in the provisions case of this Supplemental Indenture any Restricted Subsidiary which after the Trustee shall execute any documents reasonably Issue Date is required in order to evidence guarantee the Notes pursuant to Section 4.15, the release or discharge in full of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any Guarantor from its obligations under its Guarantee.Restricted Subsidiary or the repayment of all the Indebtedness which resulted in an obligation to guarantee the Notes; (dg) with the consent of the requisite Holders of the Notes in accordance with Section 9.02 hereof, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; or (h) such Guarantor being (or being substantially concurrently) released or discharged from all of its Indebtedness under all Credit Facilities except for a release or discharge of such Indebtedness as a result of payment in full of the Credit Facilities. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee In the event of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company; , then such Guarantor (2in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in connection with any the event of a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company, if following assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other dispositiondisposition are applied in accordance with (and to the extent required by) the applicable provisions of this Indenture, including without limitation the first paragraph of Section 4.10 hereof; provided, further, that Guarantor is the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of this Indenture will constitute an Event of Default, but will not a direct or indirect Subsidiary of result in the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee reinstatement of any Guarantor: (A) upon Note Guarantee released in accordance with the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Section 11.04. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (c) In the event any Guarantor is released from its Guarantee of all other Indebtedness of the Company or any Restricted Subsidiary of the Company, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided that if such Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Company or any Restricted Subsidiary of the Company at a later date, then such Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such Guarantee or direct credit support. (d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.04 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. The obligations of any Subsidiary Guarantor (aother than any Intermediate Parent) The Subsidiary under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor of a Series of Notes shall be released automaticallythe following occurs: (1) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange or transfer is made in connection compliance with any the applicable provisions of this Indenture; (2) upon the sale or other disposition of all or substantially all of the assets of that such Subsidiary Guarantor (including by way otherwise in accordance with the terms of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Companythis Indenture; (3) upon defeasance or satisfaction the release of such Subsidiary Guarantor from its guarantee, if any, and discharge of all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofSenior Secured Credit Facilities; (4) upon a liquidation the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definition of “Unrestricted Subsidiary” herein; (5) if the Company exercises its Legal Defeasance option or dissolution of a Guarantor that is not prohibited Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Supplemental Indenture are discharged in accordance with this Indenture; (6) the release or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or (5) otherwise with respect to the Guarantee of any Guarantor: (A7) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (merger or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release consolidation of any Guarantor from with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its obligations under its Guarantee. assets to the Company or another Guarantor; in the case of clauses (d1) and (2) of this Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.04. The obligations of Holdings and any Intermediate Parent under its Note Guarantee will be automatically and unconditionally released and discharged upon: (1) the exercise by the Company of its legal defeasance option or covenant defeasance option as described under Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture as described under “Satisfaction and Discharge” or the consolidation or merger of the Company with Holdings or an Intermediate Parent in a manner permitted pursuant to, the provisions described above under Section 5.01; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate, each stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with and that such release is authorized or permitted by the terms of this Indenture.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will automatically and unconditionally be released automaticallyand discharged: (1) with respect to the Note Guarantee of a Subsidiary Guarantor, in connection with any dissolution of a Subsidiary Guarantor or a sale, exchange, transfer, conveyance or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, amalgamation, consolidation, dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) its direct or indirect parent entity to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition, that disposition does not violate Section 4.10 and the Subsidiary Guarantor is not ceases to be a direct or indirect Restricted Subsidiary of the Company as a result of the sale, exchange, transfer or other disposition.; (2) upon the release of a Guarantor’s Note Guarantee of the Company’s obligations under the Credit Agreement; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof4.19; (4) upon a liquidation Upon Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof; (5) as described under Article 9; (6) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of the Indenture. (cb) Upon delivery by the Company to In connection with any release specified above, the Trustee will, at the request and expense of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall Company, execute any documents reasonably required necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the release of Company nor any Guarantor from its obligations under its Guarantee. (d) will be required to make a notation on the Note to reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be effected by the Trustee without any consent of the holders or any other action or consent on the part of the Trustee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall be released automaticallyautomatically released: (1a) in connection with In the event of any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of that Guarantor (including such Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if the sale, assignment, transfer, conveyance or other disposition does not violate Section Section 4.10 of this Indenture; (2b) in connection with In the event of any sale sale, assignment, transfer, conveyance, or other disposition of Capital Stock of that Guarantor such Guarantor, by way of merger, consolidation or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the Company, if following Partnership and such Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is if the sale, assignment, transfer, conveyance or other disposition does not a direct or indirect Subsidiary violate Section Section 4.10 of the Companythis Indenture; (3c) upon defeasance or satisfaction and discharge Upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series terms of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofthis Indenture; (4d) upon a liquidation Upon Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and in accordance with Article 11 hereof.; (ce) Upon the liquidation or dissolution of such Guarantor in a transaction or series of transactions that does not violate the terms of this Indenture; (f) At such time as such Guarantor ceases to guarantee any other Indebtedness of the Partnership or another Guarantor under a Credit Facility; provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; or (g) On the first day on which the Notes then outstanding are rated Investment Grade; provided that such Note Guarantee shall be reinstated upon the Reinstatement Date. Upon delivery by the Company Partnership to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture all conditions precedent have been complied with, the Trustee shall execute any documents reasonably required requested by the Partnership in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, and interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee of by a Guarantor provides by its terms that it will be automatically and unconditionally released and discharged with respect to the Notes, without further action required on the part of a Series the Guarantor, the Trustee or any holder of Notes shall be released automaticallyNotes, (i) upon: (1) except in connection with the case of the Parent Guarantor, any sale direct or indirect sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is not in violation of the applicable terms of this Indenture; (2) except in the case of the Parent Guarantor, the release or discharge of the Indebtedness or guarantee of Indebtedness by such Guarantor that resulted in the creation of such Guarantee except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); (3) except in the case of the Parent Guarantor, the sale, exchange, transfer or other disposition of all or substantially all of the assets of such Guarantor, in a transaction that Guarantor (including by way is not in violation of merger or consolidation) the applicable terms of this Indenture, to a any Person that who is not (either before or after giving effect to such transaction) the Company Parent Guarantor, the Issuer or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofRestricted Subsidiary; (4) upon a liquidation or dissolution the designation of a any Restricted Subsidiary of the Parent Guarantor that is not prohibited a Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth in Section 4.05 and the definition of “Unrestricted Subsidiary”; (5) the Issuer exercising its legal defeasance option or covenant defeasance option with respect to the Notes as described in Sections 8.02 or 8.03 or the Issuer’s obligations under this Supplemental Indenture being discharged with respect to the Notes in accordance with the terms of this Indenture; (6) upon payment in full of principal, interest and all other obligations in respect of the Notes in accordance with this Indenture; (7) except in the case of the Parent Guarantor, upon the achievement of Investment Grade Status by the Notes; provided that such Guarantee shall be reinstated upon the Reversion Date; or (5) otherwise with respect 8) to the Guarantee extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of any Guarantor: clause (Ai) of the definition of “Immaterial Subsidiary,” upon the prior consent of Holders of a majority in aggregate principal amount release of the applicable Series guarantee(s) referred to in such clause; and, in the case of Notes then outstanding; this clause (B) if i), such Guarantor delivering to the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at Trustee an Officer’s Certificate stating that time, upon the consent of the requisite lenders under the Credit Agreement all conditions precedent provided for in this Indenture relating to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstandingshall have been complied with; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The A Guarantee as to any Subsidiary Guarantee of a Guarantor of a Series of Notes shall be automatically and unconditionally released automaticallyand discharged upon: (1a) in connection with any sale sale, exchange, disposition or other disposition transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all of the assets of that Guarantor such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) and (including by way of merger or consolidation) to a Person that is not ii); (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2b) in connection with the case of any sale or other disposition of Capital Stock of Restricted Subsidiary that Guarantor after the Issue Date is required to a Person that is not (either before or after giving effect to such transaction) guarantee the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect pursuant to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding covenant described under the Credit Agreement at that timeSection 4.11, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of the guarantee by such Guarantor’s Guarantee Subsidiary Guarantor of the term loans under guarantee which resulted in the Credit Agreementcreation of such Guarantees, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the except a release, discharge or termination by or as a result of payment under such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. guarantee; (c) Upon delivery the release or discharge of the guarantee by, or the direct obligation of, such Subsidiary Guarantor of the Obligations under the Senior Credit Facilities, 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) the permitted designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (e) upon the consolidation or merger of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (g) the occurrence of a Covenant Suspension Event; and (ii) the Company delivering to the Trustee of an Officer’s Certificate of such Guarantor or the Company and an Opinion of Counsel to the effect Counsel, each stating that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as all conditions precedent provided for in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10relating to such transaction have been complied with.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor Guarantor, together with all of a Series of Notes shall its other obligations under this Indenture, will be released automaticallyautomatically and unconditionally without the need for any action by any party: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that 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 Partnership or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company Partnership or a Restricted Subsidiary of the CompanyPartnership, if following such the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be the Partnership or a Restricted Subsidiary of the Partnership as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance (i) if any Restricted Subsidiary that is a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 4.15 hereof or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof(ii) if such Guarantor becomes an Excluded Subsidiary; (4) upon a liquidation Legal Defeasance or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 12 hereof; (5) solely in the case of a Note Guarantee created pursuant to Articles 8 Section 4.14 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as such Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and 11 hereofany other Guarantor and (y) be an obligor with respect to any Indebtedness under a Credit Facility, in each case, other than the Notes; and (8) upon such Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Partnership or another Guarantor. (b) Upon the release of a Note Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the released Guarantor and the Capital Stock of the released Guarantor will also be automatically released. (c) Upon delivery by the Company Partnership to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions terms of this Supplemental Indenture Indenture, the Trustee shall will execute any documents reasonably required requested in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumor premium or interest, if any, and interest on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. In the event of (ai) The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other disposition of all or substantially all of the assets of that a 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 Subsidiary of the Company; , and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale or other disposition complies with Section 4.06 hereof, (2ii) in connection with any sale or other disposition of all of the Capital Stock of that a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if following such the sale or other dispositioncomplies with Section 4.06 hereof, that Guarantor is not a direct or indirect (iii) the designation of any Restricted Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 hereof, or (5iv) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (discharge or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of all guarantees by such Guarantor’s Guarantee Subsidiary Guarantor of, and all pledges of the term loans under the Credit Agreementproperty or assets of such Subsidiary Guarantor securing, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional other Indebtedness of the Company that is guaranteed by and the Restricted Subsidiaries, then such Guarantor at that time outstanding to or, in the release case of a sale or other disposition of all or substantially all of the assets of such Guarantor’s Guarantee of all Obligations with respect to , the Person acquiring such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeproperty, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall will be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge relieved of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) any obligations under its Guarantee. Upon delivery by the Company to the Trustee of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that the action such sale, disposition, redesignation or event giving rise to the applicable discharge or release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Guarantee In the event of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale or other transfer or disposition of all of the Capital Stock in any Subsidiary of the Parent Guarantor who is a Guarantor to any Person that is not an Affiliate of the Company in compliance with Section 3.09 or 4.10 hereof; (b) In the event all or substantially all the assets or Capital Stock of a Subsidiary of the assets of that Parent Guarantor (including who is a Guarantor are sold or otherwise transferred, by way of merger merger, consolidation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company in compliance with the terms of Section 3.09 or 4.10 hereof; then, without any further action on the part of the Trustee or any Holder, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Note Guarantee, as evidenced by a Subsidiary written instrument or confirmation executed by the Trustee, upon the request and at the expense of the Company; (2) in connection with any ; provided, however that the Company delivers to the Trustee an Officers’ Certificate certifying that the Net Cash Proceeds of such sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Companywill be applied in accordance with Section 4.10 hereof and, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof; (4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release evidence of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the releasecancellation, discharge or termination release is requested to be executed by the Trustee, an Officers’ Certificate and an Opinion of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Counsel. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect stating that the action such sale or event giving rise to the applicable release has occurred or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.. In addition, the Note Guarantee of a Subsidiary of the Parent Guarantor who is a Guarantor will be released: (da) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18; (b) if the Guarantor ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Guarantor to guarantee the Notes, and is released or discharged from all obligations thereunder; provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09; or (c) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 11 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, interest and interest Special Interest, if any, on, the Notes and for the other obligations of the Company and any other Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will be released automaticallyreleased: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including Guarantor, by way of merger consolidation, merger, amalgamation or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.17 of this Indenture; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following such the sale or other disposition does not violate Section 4.17 of this Indenture and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) if the Company designates such Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the corresponding Series of Notes this Indenture as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 Article 8 and Section 11.01 hereof; (4) upon a liquidation or dissolution Article 10 of a Guarantor that is not prohibited under this Supplemental Indenture; or (5) otherwise with respect to the Note Guarantee of any Guarantor▇▇▇▇▇▇▇▇, that Note Guarantee will be released upon satisfaction of the following conditions: (Aa) upon the prior consent of Holders of investment by a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at third-party that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) not an Affiliate of the Company outstanding under of at least US$40.0 million in ▇▇▇▇▇▇▇▇, its direct parent company or the Credit Agreement at that time, upon assets of ▇▇▇▇▇▇▇▇ in the requisite consent form of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.Equity Interests; (b) The Subsidiary Guarantee the Company or its Restricted Subsidiaries retain a majority of the Voting Stock of ▇▇▇▇▇▇▇▇ and a Guarantor shall be released majority participating interest in any joint venture in connection with the assets of ▇▇▇▇▇▇▇▇, after giving effect to the sale contemplated by clause (a); and (c) there being no Default or Event of Default with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Note Guarantees. Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations Obligations of any Guarantor under the this Indenture as provided in this Article 1011.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor of a Series of Notes shall will automatically be released automaticallyreleased: (1a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger merger, consolidation, dividend, amalgamation, distribution or consolidation) otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyCompany if the sale or other disposition does not violate Section 4.10 hereof; (2b) in connection with any sale sale, exchange, issuance, transfer or other disposition of Capital Stock of that Guarantor by way of merger, consolidation or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if following the sale or other disposition is made in compliance with Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3c) upon defeasance or satisfaction and discharge designation of such Guarantor as an Unrestricted Subsidiary in accordance with the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofapplicable provisions this Indenture; (4d) upon a the liquidation or dissolution of such Guarantor in a Guarantor transaction or series of transactions that is does not prohibited under violate the terms of this Supplemental Indenture; or; (5) otherwise with respect to the Guarantee of any Guarantor: (Ae) upon the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (release or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release discharge of such Guarantor’s Guarantee of, or direct obligation of the term loans under the Credit Agreementsuch Guarantor of, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such or any other Guarantor at that time outstanding to under a Credit Facility (other than the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; orNotes); (Cf) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Article 11 hereof; or (g) as described in Article IX. The Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (d) ; provided that prior to executing such documents, the Trustee shall be entitled to receive from the Company an Officers’ Certificate and an Opinion of Counsel compliant with Section 12.02 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Note Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.04. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10.

Releases. (a) The Subsidiary Note Guarantee of a Guarantor any Guarantor, and the Collateral Agent’s Lien on the Collateral of a Series of Notes shall such Guarantor, will be released automaticallyreleased: (1) in connection with any sale or other disposition of all or substantially all all, of the assets of that a Guarantor (including by way of merger or consolidation) to a such Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary if the sale or other disposition does not violate Section 4.15 (for the avoidance of doubt, it is understood that the Companyacquiror of such assets only shall be released from the Note Gaurantee and not the seller or other transferor of such assets); (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary, if the sale or other disposition does not violate Section 4.15 and the Guarantor ceases to be a Restricted Subsidiary of the Company, if following such Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of if the corresponding Series of Notes as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereofGuarantor becomes an Excluded Subsidiary; (4) upon a liquidation or dissolution of with respect to a Guarantor that is not prohibited under this Supplemental Indenturea Foreign Subsidiary, if such Foreign Subsidiary ceases to, directly or indirectly be liable, contingently or otherwise, for any Indebtedness with, or guarantee any Indebtedness of, the Company or any of the Company’s U.S. Subsidiaries; or (5) otherwise with respect upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Guarantee of any Company or another Guarantor: (A) upon . Notwithstanding the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that timeforegoing, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect from its Guarantee for so long as such Guarantor guarantees, is an obligor of, or provides credit support for, any Senior Lien Obligation or any Permitted Additional Pari Passu Obligation. If the Note Guarantee of any Guarantor is released, the Company shall deliver to the Notes automatically upon Legal DefeasanceTrustee an Officers’ Certificate stating the identity of the released Guarantor, Covenant Defeasance or satisfaction the basis for release in reasonable detail and discharge of that such release complies with this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Indenture. Upon delivery by the Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise conditions of any of clauses (1) through (6) of this Section 12.05 have been met with respect to the applicable release has occurred or was made by the Company a Guarantor in accordance with the provisions of this Supplemental Indenture Indenture, including without limitation, in the case Section 12.05(1) hereof, Section 4.15 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. (d) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 10.05 12.05 will remain liable for the full amount of principal of, of and interest and premium, if any, and interest on, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 1012.