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

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee of the Securities and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each a Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such the Subsidiary Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Upon the sale or disposition of a Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock (such that it is not a direct or merge into indirect Subsidiary of the Company) or sell the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to or with a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate Restricted Subsidiary of the Guarantor)Company, the Subsidiary Guarantor will be automatically released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee will terminate; provided, however, that upon any such consolidationthe sale or other disposition is in compliance with the Indenture, merger or sale to which such Guarantor is a partyincluding Sections 3.5, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed 3.9 and delivered to the Trustee, by the corporation formed by such consolidation, or into which such 5.1. (c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under this Supplemental Indenture and the Indenture and its this Guarantee and such Guarantee will terminate. If a shall terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of Article IX hereof or (y) in accordance with Section 3.7 of the Indenture. (d) Each Subsidiary Guarantor ceases to shall be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under this Supplemental Indenture, the Indenture and its Guarantee if the Company designates the Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Supplemental Indenture and the Indenture. (e) Each Subsidiary Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and this Guarantee upon satisfaction and discharge of the Securities and such Guarantee will terminateIndenture pursuant to Section 9.1(a).

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person Restricted Subsidiary of the Company (other than a Receivables Entity) after giving effect to the sale or other disposition, such Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (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 this Indenture needs to be applied in accordance therewith at such time), Section 3.14 and Article IV; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and any other agreements evidencing any other Indebtedness of the Company or another Guarantor any Restricted Subsidiary (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered after giving effect to the Trustee, by the corporation formed by sale or other disposition) terminate upon consummation of such consolidation, or into which such transaction. (c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released and discharged in full from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If a shall terminate upon the legal defeasance of the Notes pursuant to the provisions of Article VIII hereof. (d) A Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released and discharged in full from all of its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate if (1) (a) such Subsidiary Guarantor is released from its Guarantees of, and all pledges and security interests granted in connection with, the Senior Secured Credit Agreement and all other Indebtedness of the Securities Company and its other Restricted Subsidiary and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b) or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such Guarantee will terminatedesignation complies with the applicable provisions of this Indenture or (3) in connection with any legal defeasance of the Notes or upon satisfaction and discharge of this Indenture, each in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Notes Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer transfer, voidable preference, a transaction under federal value or state law. Each unlawful financial assistance under applicable law or to otherwise cause the Guarantor may consolidate with to be insolvent or merge into in breach of applicable capital preservation rules under relevant law or sell cause such Notes Guarantee to be void, unenforceable or ultra ▇▇▇▇▇ or cause the directors of such Guarantor to be in breach of applicable corporate or commercial law for providing such Notes Guarantee. (b) In the event a Guarantor is sold or disposed of (whether by merger, amalgamation, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Issuer, the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person Restricted Subsidiary of the Company (other than a Receivables Entity), such Guarantor shall be released (without any further action on the part of any Person) from its obligations under this Indenture and its Notes Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.7 (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 sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 3.10; and (2) all the obligations of such Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Issuer, the Company or another any Restricted Subsidiary terminate upon consummation of such transaction. (c) The obligations and liabilities of any Subsidiary Guarantor incorporated in the Republic of France (whether a “French Guarantor”) under this Indenture will not include any obligation or not an Affiliate liability which if incurred would constitute prohibited financial assistance within the meaning of Article L. 225-216 of the Guarantor)French Code de commerce and/or would cause the infringement of Article L. 241-3 or L. 242-6 of the French Code de commerce or any other law or regulations having the same effect, providedas interpreted by French courts. (d) The obligations and liabilities of any French Guarantor under this Indenture will be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Guarantor under intercompany loan arrangements (including, for the avoidance of doubt, any cash-pooling arrangements) and outstanding on the date its guarantee is called, and any payment made by such French Guarantor under its guarantee will reduce pro tanto the outstanding amount of the intercompany loans due by such French Guarantor under the relevant intercompany loan arrangements referred to above. (e) No French Guarantor will be required to guarantee the obligations and liabilities of another guarantor that upon any such consolidation, merger or sale to which such Guarantor is a partySubsidiary of Quiksilver, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Inc. (f) Each Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the this Indenture and its Guarantee Notes Guarantee, and such Notes Guarantee will terminate. If a shall terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII hereof. (g) A Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released from all of its obligations under the this Indenture and its Notes Guarantee, and such Notes Guarantee shall terminate if (1) such Guarantor is released from its Guarantees of, and all pledges and security interests granted in connection with, a Credit Facility and any other Indebtedness of the Securities Issuer, the Company or any Restricted Subsidiary or (2) the Issuer and the Company designates such Guarantor as an Unrestricted Subsidiary and such Guarantee will terminatedesignation complies with the applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Upon the sale, exchange, transfer or disposition of such Guarantor may consolidate with (by merger, amalgamation, consolidation, or merge into the sale of the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or sell the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor)Restricted Subsidiary, provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed automatically and unconditionally released and discharged from all its obligations under the this Indenture and its Guarantee Note Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement and such Note Guarantee will terminate. If shall terminate and be of no further force and effect and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.5 and Section 4.1 and (y) all the obligations of such Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (c) In addition, each Note Guarantee by a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed automatically and unconditionally released from all and discharged, and shall thereupon terminate and be of no further force and effect, and each Subsidiary and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon: (1) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (2) the Company exercising its legal defeasance option or covenant defeasance option as described in Section 8.1 or the Company’s Obligations under this Indenture being discharged in accordance with Article XII. (d) Such Guarantor must deliver to the Trustee an Officer’s Certificate and its Guarantee an Opinion of the Securities and Counsel, each stating that all conditions precedent provided for in this Indenture relating to such Guarantee will terminatetransaction have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or another a Restricted Subsidiary of the Company, such Subsidiary Guarantor shall be released (without limitation. Each any further action on the part of any Person) from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 and Section 3.14; and (2) all the obligations of such Subsidiary Guarantor may consolidate with or merge into or sell its assets under all Credit Facilities and related documentation and any other agreements relating to a Person any other than Indebtedness of the Company or another Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate. If a shall terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII hereof. (d) Any Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released from all of its obligations under this Indenture, its Subsidiary Guarantee and the Indenture Registration Rights Agreement and its such Subsidiary Guarantee shall terminate in the event that such Subsidiary Guarantor is designated an Unrestricted Subsidiary of the Securities and such Guarantee will terminate.Company in accordance with the terms of this Indenture by the Company’s Board of Directors

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or another a Restricted Subsidiary of the Company, such Subsidiary Guarantor without limitation. Each will be released from its obligations under its Subsidiary Guarantee if: (i) the sale or other disposition is in compliance with this Indenture, including Section 3.5 (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 this Indenture needs to be applied in accordance therewith at such time) and Article V; and (ii) all the obligations of such Subsidiary Guarantor may consolidate with or merge into or sell its assets under all Credit Facilities and related documentation, and any other agreements relating to a Person any other than Indebtedness of the Company or another Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction. (whether or not an Affiliate of c) In the Guarantor), provided, that upon any such consolidation, merger or sale to which such event (a) a Subsidiary Guarantor is a party, other than transactions released and discharged in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released full from all of its obligations under its Guarantees of (1) the Credit Facilities and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.2(b), then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or in connection with any legal defeasance of the Securities or upon satisfaction and discharge of this Indenture, each in accordance with the terms of this Indenture. (d) In order for a Subsidiary Guarantor to be released from its obligations under its Subsidiary Guarantee in any of the cases set forth above, the Trustee may require that the Subsidiary Guarantor will deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such Guarantee will terminatetransaction and/or release have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited as set forth in Section 10.3. (b) Subject to the maximum amount as willSection 3.7 and Article IV, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company or another Subsidiary Guarantor without limitation. Each Upon the sale or disposition of a Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its assets (other than by lease)), whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Subsidiary Guarantor), provided, that upon any such consolidation, merger or sale to ) which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany or a Restricted Subsidiary of the Company, the Obligations shall be expressly assumed by supplemental indenture executed which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.7., 3.10 and delivered to the TrusteeArticle IV), by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its Subsidiary Guarantee and its obligations under the this Indenture and its Guarantee and the Registration Rights Agreement; provided, however, that any such Guarantee termination will terminate. If a occur only to the extent that all obligations of such Subsidiary Guarantor ceases to be a Bank under the Senior Secured Credit Agreement Guarantor for and any reasonother agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, such sale or transfer. (c) A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Indenture and its Guarantee Registration Rights Agreement without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor (i) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (ii) if the Subsidiary Guarantor is dissolved or liquidated in accordance with Section 3.14 or (iii) in connection with a legal defeasance in accordance with Article VIII.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee the Guaranty or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee the Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Each Upon the sale or disposition of a Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its assets to (other than by lease)) and whether or not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets is the surviving corporation in such transaction, to a Person other than the Company or another Guarantor (whether or which is not an Affiliate one of the Guarantor)Issuers or a Subsidiary, providedsuch Guarantor will be automatically released from all its obligations under this Indenture, that upon any such consolidation, merger or sale the Guaranty and the Security Documents to which such Guarantor it is a party, other than transactions in which its obligations under the Guaranty will terminate and the Liens, if any, on the Collateral pledged by such Guarantor is not pursuant to the surviving corporation, the Obligations Security Documents shall be expressly assumed by supplemental indenture executed and delivered released with respect to the TrusteeSecurities if the sale or other disposition is in compliance with this Indenture, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such including this Section 9.2. (b) Each Guarantor will be deemed released from all its obligations under this Indenture, the Indenture Guaranty and its Guarantee the Security Documents to which it is a party, and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee Guaranty will terminate, upon the legal defeasance of the Securities or upon satisfaction and such Guarantee will terminatedischarge of this Indenture, in each case pursuant to the provisions of Article VII hereof.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Notes Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal applicable law. (b) In the event a Subsidiary Guarantor is sold or state law. Each Guarantor may consolidate with disposed of (whether by merger, amalgamation, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its assets to (other than by lease)) and whether or not the Company or another Subsidiary Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets is the surviving corporation in such transaction to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany, QS Wholesale or a Restricted Subsidiary of the Obligations Company (other than a Receivables Entity), such Subsidiary Guarantor shall be expressly assumed by supplemental indenture executed released (without any further action on the part of any Person) from its obligations under this Indenture and delivered its Notes Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.7 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the Trusteedate of such sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 3.10; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company, by the corporation formed by QS Wholesale or any Restricted Subsidiary terminate upon consummation of such consolidation, or into which such transaction. (c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the this Indenture and its Guarantee Notes Guarantee, and such Notes Guarantee will shall terminate. If a , upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII. (d) A Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released from all of its obligations under the this Indenture and its Notes Guarantee, and such Notes Guarantee shall terminate, if (1) such Subsidiary Guarantor is released from its Guarantees of, and all pledges and security interests granted in connection with, a Credit Facility and any other Indebtedness of the Securities Company, QS Wholesale or any Restricted Subsidiary or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such Guarantee will terminatedesignation complies with the applicable provisions of this Indenture. (e) Upon any release of a Subsidiary Guarantor from its Notes Guarantee, such Subsidiary Guarantor shall also be automatically and unconditionally released from its obligations under the Security Documents.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitationbut not limited to, any guarantees under the Bank Credit AgreementSenior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture (including this Supplemental Indenture), result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each . (b) Subject to Article 5 and Section 4.07, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate or amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company or another Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form specified in the Indenture, all the obligations of such Guarantor under such indenture, under the Notes, its Note Guarantee and the applicable registration rights agreement on terms set forth therein; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the Section 4.07 hereof. (c) The Note Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under the Indenture (including this Supplemental Indenture) with respect to the Notes and its Note Guarantee without any further action required on the part of the Company or such Guarantor: (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. 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 complies with Section 4.07 hereof; (2) in connection with any 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 or a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.07 hereof; (3) if such Guarantor is a Restricted Subsidiary and the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Supplemental Indenture; (4) upon Legal Defeasance or Covenant Defeasance as provided in Article 8 or upon satisfaction and discharge of the Indenture (including this Supplemental Indenture) with respect to the Notes as provided in Article 7; (5) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; (6) at any time after the occurrence of an Investment Grade Rating Event, at such time as such Guarantor does not have outstanding or guarantee Indebtedness (other than Indebtedness or guarantees under the Notes) in excess of $5.0 million in aggregate principal amount; or (7) upon such Guarantor consolidating or amalgamating with, merging into or sell transferring all of its properties or assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and as a result of, or in connection with, such transaction such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases dissolving or otherwise ceasing to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee of the Securities and such Guarantee will terminateexist.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each the Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor (if any) in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indentureits Subsidiary Guarantee, result in the obligations of such Guarantor under its Guarantee Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal or state applicable law. Each . (b) The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed released and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all relieved of its obligations under its Subsidiary Guarantee in the Indenture and its Guarantee event that: (i) there is a sale or other disposition of Capital Stock of the Securities Subsidiary Guarantor or all or substantially all of the assets of the Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation), following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the Company; (ii) the Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the Indenture; (iii) there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.1 of the Indenture; or (iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide the Subsidiary Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above. provided that such transaction is carried out pursuant to, and such Guarantee will terminatein accordance with, the applicable provisions of the Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person Restricted Subsidiary of the Company (other than a Receivables Entity) after giving effect to the sale or other disposition, such Subsidiary Guarantor shall be released from its obligations under this Indenture and its Subsidiary Guarantee if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (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 this Indenture needs to be applied in accordance therewith at such time), Section 3.14 and Article IV; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and any other agreements evidencing any other Indebtedness of the Company or another Guarantor any Restricted Subsidiary (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered after giving effect to the Trustee, by the corporation formed by sale or other disposition) terminate upon consummation of such consolidation, or into which such transaction. (c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released and discharged in full from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate. If a shall terminate upon the legal defeasance of the Notes pursuant to the provisions of Article VIII hereof. (d) A Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released and discharged in full from all of its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate if (1) (a) such Subsidiary Guarantor is released from its Guarantees of, and all pledges and security interests granted in connection with, the Senior Secured Credit Agreement and all other Indebtedness of the Securities Company and its other Restricted Subsidiary and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b) or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such Guarantee will terminatedesignation complies with the applicable provisions of this Indenture or (3) in connection with any legal defeasance of the Notes or upon satisfaction and discharge of this Indenture, each in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each the Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such the Subsidiary Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Upon the sale or disposition of the Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock (such that it is not a direct or merge into indirect Subsidiary of the Company) or sell the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to or with a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate Restricted Subsidiary of the Guarantor)Company, the Subsidiary Guarantor will be automatically released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee will terminate; provided, however, that upon any such consolidationthe sale or other disposition is in compliance with the Indenture, merger or sale to which such Guarantor is a partyincluding Sections 3.5, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed 3.9 and delivered to the Trustee, by the corporation formed by such consolidation, or into which such 5.1. (c) The Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under this Supplemental Indenture and the Indenture and its this Guarantee and such Guarantee will terminate. If a shall terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of Article IX hereof or (y) in accordance with Section 3.7 of the Indenture. (d) The Subsidiary Guarantor ceases to shall be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under this Supplemental Indenture, the Indenture and its Guarantee if the Company designates the Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Supplemental Indenture and the Indenture. (e) The Subsidiary Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and this Guarantee upon satisfaction and discharge of the Securities and such Guarantee will terminateIndenture pursuant to Section 9.1(a).

Limitation on Liability; Termination, Release and Discharge. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank any Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor), provided, that upon any such consolidation, merger or sale to ) which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany or a Restricted Subsidiary of the Company (other than a Receivables Entity), the Obligations shall be expressly assumed by supplemental indenture executed which sale or disposition is otherwise in compliance with this Indenture (including Sections 3.7 and delivered to the Trustee3.10), by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Credit Facility and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such A Subsidiary Guarantor will be deemed released from all and relieved of its obligations under the this Indenture and its Subsidiary Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

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

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Second Supplemental Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee guarantee or pursuant to its contribution obligations under this Second Supplemental Indenture, result in the obligations of such Guarantor under its Guarantee guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each Guarantor may consolidate with provincial law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor rights of creditors generally. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such b) Any Guarantor will be deemed released and discharged automatically and unconditionally from all its obligations under the this Second Supplemental Indenture and its Guarantee guarantee and such Guarantee will terminate. If a Guarantor ceases cease to be a Bank Credit Agreement Guarantor for Guarantor, without any reason, such Guarantor will be deemed released from all further action required on the part of the Trustee or any Holder: (i) if the Company exercises its legal defeasance or its covenant defeasance options with respect to the Notes or if its obligations under the Indenture and its Guarantee are discharged in accordance with the terms of the Securities Indenture; (ii) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of such Guarantee will terminateGuarantor; and (iii) upon the release or discharge of such Guarantor’s obligations under the Revolving Credit Agreement and the Term Loan Agreement. (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 conditions described above has occurred, the Trustee shall, at the Company’s expense, execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of a Guarantor from its obligations under its guarantee and this Second Supplemental Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Notes Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal applicable law. (b) In the event a Subsidiary Guarantor is sold or state law. Each Guarantor may consolidate with disposed of (whether by merger, amalgamation, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its assets to (other than by lease)) and whether or not the Company or another Subsidiary Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets is the surviving corporation in such transaction to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany, QS Wholesale or a Restricted Subsidiary of the Obligations Company (other than a Receivables Entity), such Subsidiary Guarantor shall be expressly assumed by supplemental indenture executed and delivered to released (without any further action on the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released part of any Person) from all its obligations under the Indenture and this Indenture, its Notes Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.7 (it being understood that only such Guarantee will terminate. If a Guarantor ceases portion of the Net Available Cash as is required to be a Bank Credit Agreement Guarantor for any reason, applied on or before the date of such Guarantor will sale or other disposition in accordance with the terms of this Indenture needs to be deemed released from all of its obligations under the Indenture applied in accordance therewith at such time) and its Guarantee of the Securities and such Guarantee will terminate.Section 3.10; and

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Fourth Supplemental Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee guarantee or pursuant to its contribution obligations under this Fourth Supplemental Indenture, result in the obligations of such Guarantor under its Guarantee guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each Guarantor may consolidate with provincial law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor rights of creditors generally. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such b) Any Guarantor will be deemed released and discharged automatically and unconditionally from all its obligations under the this Fourth Supplemental Indenture and its Guarantee guarantee and such Guarantee will terminate. If a Guarantor ceases cease to be a Bank Credit Agreement Guarantor for Guarantor, without any reason, such Guarantor will be deemed released from all further action required on the part of the Trustee or any Holder: (i) if the Company exercises its legal defeasance or its covenant defeasance options with respect to the Notes or if its obligations under the Indenture and its Guarantee are discharged in accordance with the terms of the Securities Indenture; (ii) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of such Guarantee will terminateGuarantor; and (iii) upon the release or discharge of such Guarantor’s obligations under the Revolving Credit Agreement and the 2026 Term Loan Agreement. (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 conditions described above has occurred, the Trustee shall, at the Company’s expense, execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of a Guarantor from its obligations under its guarantee and this Fourth Supplemental Indenture.

Limitation on Liability; Termination, Release and Discharge. The obligations (a) Any term or provision of this Indenture to the contrary notwithstanding, the Obligations of each Subsidiary Guarantor hereunder will under its Subsidiary Guarantee and this Indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees Guarantees under the Bank Revolving Credit AgreementFacility, the Pari Passu Credit Facility and the Junior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (1) The Subsidiary Guarantee of a Subsidiary Guarantor may consolidate with shall be automatically and unconditionally released and discharged: (i) upon any sale, exchange or merge into transfer (by merger or sell its assets to otherwise) of the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Capital Stock of such Subsidiary Guarantor (whether including any sale, exchange or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to transfer) following which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Subsidiary Guarantor ceases to be a Bank Credit Agreement direct or indirect Subsidiary of the Company if such sale, exchange or transfer does not constitute an Asset Disposition or is made in compliance with the applicable provisions of this Indenture, including Section 3.7 and Article IV, it being understood that, in the case of an Asset Disposition, 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 Section 3.7 need be applied in accordance therewith at such time in order for the release of such Subsidiary Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Subsidiary Guarantee and other Obligations to be effective; (ii) if such Subsidiary Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (iii) the Securities and such Guarantee will terminate.designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Odeon Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Odeon Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Odeon Guarantor in respect of the obligations of such other Odeon Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Odeon Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The obligations and liabilities of each Guarantor may consolidate with or merge into or sell incorporated in Sweden (each a “Swedish Subsidiary Guarantor”) in its assets capacity as a Guarantor under this Indenture shall be limited if (and only if) and to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than extent required by the Company or another Guarantor (whether or not an Affiliate provisions of the GuarantorSwedish Companies Act (Sw. Aktiebolagslagen (2005:551)) in force from time to time regulating (i) distribution of assets (including profits and dividends and any other form of transfer of value (Sw. värdeöverföring) within the meaning of the Swedish Companies Act), providedand (ii) unlawful financial assistance (assuming, in each case, that upon any such consolidation, merger or sale all steps open to which such each Swedish Subsidiary Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered all its shareholders to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all authorise its obligations under the Indenture have been taken), and it is understood that the liability and obligation of each Swedish Subsidiary Guarantor under this Indenture only applies to the extent permitted by the above mentioned provisions of the Swedish Companies Act and the guarantee and the obligations of NCG Holding AB (reg. no. 559094-8328), Filmstaden AB (reg. no. 556035-1651) and Filmstaden Media AB (reg. no. 556379-4014) under this Indenture and any other debt document shall be limited to its own, any wholly-owned subsidiaries’ and the Issuer’s obligations and liabilities under this Indenture and any other debt document. (c) Notwithstanding anything set out to the contrary in this Indenture, the Guarantee and any other obligations, liabilities and indemnities of, and any Liens granted by, any Guarantor incorporated in Finland shall not include any obligations or liabilities to the extent that it would be contrary to the mandatory provisions of the Finnish Companies Act (Osakeyhtiölaki, 624/2006, as amended) regulating: (i) unlawful financial assistance within the meaning of Chapter 13 Section 10 of the Finnish Companies Act or (ii) distribution of assets within the meaning of Chapter 13 Section 1 of the Finnish Companies Act and the obligations and liabilities of each Guarantor incorporated in Finland shall apply only to the maximum extent permitted by the aforementioned provisions of the Finnish Companies Act. (d) Each Guarantor shall be automatically and unconditionally released and discharged from its obligations under this Indenture and its Guarantee and such Guarantee will shall be Issuer and unconditionally terminate. If , and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor or the termination of such Guarantee: (i) in the case of a Subsidiary Guarantor only, upon any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Issuer or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (including any amendments thereof); (ii) in the case of a Subsidiary Guarantor only, upon the release or discharge of such other guarantee that required such Subsidiary Guarantor to provide a Subsidiary Guarantee pursuant to Section 4.11 except, in each case, (x) a discharge or release by or as a result of payment and (y) if at the time of the release and discharge of such Subsidiary Guarantee, such Subsidiary Guarantor would be required to guarantee the Notes pursuant to Section 4.11; (iii) in the case of a Subsidiary Guarantor only, upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iv) in the case of AMC only, upon a Change of Control occurring pursuant to which (x) AMC ceases to be hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of the Company or (y) the sale, lease, transfer or other conveyance, in one or more series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a Bank Credit whole; (v) upon the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 or this Indenture being discharged in accordance with the terms of this Indenture; (vi) in accordance with the terms of the Intercreditor Agreement Guarantor for or any reasonAdditional Intercreditor Agreement; (vii) upon the merger, amalgamation, consolidation or winding up of such Guarantor will be deemed released from all with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of its obligations such Guarantor; or (viii) as described under the Indenture and its Guarantee of the Securities and such Guarantee will terminateArticle 9 hereof.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or another a Restricted Subsidiary of the Company, such Guarantor shall be released (without limitation. Each any further action on the part of any Person) from all its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (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 this Indenture needs to be applied in accordance therewith at such time) and Article IV; and (2) all the obligations of such Guarantor may consolidate with or merge into or sell its assets under all Credit Facilities and related documentation and any other agreements relating to a Person any other than Indebtedness of the Company or another Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such c) Each Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee will terminate. If a shall terminate upon the satisfaction and discharge of this Indenture or upon the legal defeasance or covenant defeasance of the Notes, in each case, pursuant to the provisions of Article VIII hereof. (d) A Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released from all of its obligations under this Indenture, its Note Guarantee and the Indenture and its Guarantee of the Securities Registration Rights Agreement and such Note Guarantee will terminateshall terminate if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Senior Credit AgreementAgreement and the 2000 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person Restricted Subsidiary of the Company (other than a Receivables Entity), such Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8; and (2) all the obligations of such Subsidiary Guarantor under the Credit Facility and related documentation and any other agreements relating to any other indebtedness of the Company or another Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such c) Each Guarantor will be deemed released from all its obligations under the Indenture and this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee will terminate. If a Guarantor ceases terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to be a Bank Credit Agreement Guarantor for any reason, such the provisions of Article VIII hereof. (d) Any Subsidiary Guarantor will be deemed released from all of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate in the event that such Subsidiary Guarantor is designated an Unrestricted Subsidiary of the Company in accordance with the terms of the Indenture and its Guarantee by the Company's Board of the Securities and such Guarantee will terminate.Directors

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

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees Guarantees under the Bank Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantee by a Subsidiary Guarantor may consolidate will be automatically and unconditionally released and discharged upon: (A) any sale, assignment, transfer, conveyance, exchange 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, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture, including Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or merge into or sell before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 4.1(a); provided that (y) all Guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Indebtedness of the Company and its assets to Restricted Subsidiaries terminate upon consummation of such transaction and (z) any Investment of the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person any other Subsidiary of the Company (other than any Subsidiary of such Subsidiary Guarantor) in such Subsidiary Guarantor or any Subsidiary of such Subsidiary Guarantor in the Company form of Obligations for Indebtedness or another Preferred Stock is repaid, satisfied, released and discharged in full upon such release; (B) the release or discharge of such Subsidiary Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee of Indebtedness of the Company and Restricted Subsidiaries under the Senior Secured Credit Agreement (including, by reason of the termination of the Senior Secured Credit Agreement) and all other Indebtedness of the Company and the Subsidiary Guarantors, including the Guarantee that resulted in the Obligation of such Subsidiary Guarantor to Guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Securities pursuant to this Indenture, except a release or discharge by or as a result of payment under such Guarantee; provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary 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 Subsidiary Guarantor) under Section 3.2; (C) the proper designation of any Subsidiary Guarantor as an Unrestricted Subsidiary; or (D) the Company’s exercise of its legal defeasance option or covenant defeasance option as described in Section 8.1 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture as described in Article VIII; and (2) such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (1)(A), (1)(B), (1)(C) or (1)(D) of this Section 10.2 have been complied with. Any released Subsidiary Guarantor will again provide a Subsidiary Guarantee will terminateif required to do so pursuant to Section 3.11.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the obligations of each a Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Supplemental Indenture, result in the obligations of such the Subsidiary Guarantor under its this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Upon the sale or disposition of a Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock (such that it is not a direct or merge into indirect Subsidiary of the Company) or sell the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to or with a Person that is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate Restricted Subsidiary of the Guarantor)Company, the Subsidiary Guarantor will be automatically released from all its obligations under this Supplemental Indenture and the Indenture and this Guarantee will terminate; provided, however, that upon any such consolidationthe sale or other disposition is in compliance with the Indenture, merger or sale to which such Guarantor is a partyincluding Sections 3.5, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed 3.9 and delivered to the Trustee, by the corporation formed by such consolidation, or into which such 5.1. (c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under this Supplemental Indenture and the Indenture and its this Guarantee and such Guarantee will terminate. If a shall terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of Article IX hereof or (y) in accordance with Section 3.7 of the Indenture. (d) Each Subsidiary Guarantor ceases to shall be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under this Supplemental Indenture, the Indenture and its Guarantee if the Company designates the Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Supplemental Indenture and the Indenture. (e) Each Subsidiary Guarantor shall be released from all of its obligations under this Supplemental Indenture, the Indenture and this Guarantee upon satisfaction and discharge of the Securities and such Guarantee will terminateIndenture pursuant to Section 9.1(a).

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor may consolidate with law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to rights of creditors generally. (b) The Subsidiary Guarantee of a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from in connection with any sale or other disposition of all its obligations under or substantially all of the assets of such Subsidiary 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 the sale or other disposition does not violate the “Asset Disposition” provisions of this Indenture; (c) The Subsidiary Guarantee of a Subsidiary Guarantor will be deemed released in connection with any sale or other disposition of Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Disposition” provisions of this Indenture and its Guarantee and such Guarantee will terminate. If a the Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Restricted Subsidiary of the Company as a result of the sale or other disposition; (d) The Subsidiary Guarantee of a Subsidiary Guarantor will be deemed released upon the legal defeasance and covenant defeasance of this Indenture pursuant to the provisions of Article VIII hereof or (y) in accordance with Section 3.13 of this Indenture. (e) The Subsidiary Guarantee of a Subsidiary Guarantor will be released if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the other applicable provisions of this Indenture. (f) The Subsidiary Guarantee of a Subsidiary Guarantor will be released from all of its obligations under this Indenture, its Subsidiary Guarantee and the Security Documents to which it is a party upon satisfaction and discharge of this Indenture pursuant to Section 8.1(a). (g) The Trustee shall promptly execute and its Guarantee deliver an appropriate instrument prepared and delivered to it at the expense of the Securities and Company evidencing any such Guarantee will terminaterelease upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 10.2.

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

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or another a Restricted Subsidiary of the Company, such Subsidiary Guarantor without limitation. Each will be released from its obligations under its Subsidiary Guarantee if: (i) the sale or other disposition is in compliance with this Indenture, including Section 3.5 (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 this Indenture needs to be applied in accordance therewith at such time) and Article V; and (ii) all the obligations of such Subsidiary Guarantor may consolidate with or merge into or sell its assets under all Credit Facilities and related documentation, and any other agreements relating to a Person any other than Indebtedness of the Company or another Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction. (whether or not an Affiliate of c) In the Guarantor), provided, that upon any such consolidation, merger or sale to which such event (a) a Subsidiary Guarantor is a party, other than transactions released and discharged in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released full from all of its obligations under its Guarantees of (1) the Credit Facilities and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.2(b), then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or in connection with any Legal Defeasance of the Securities or upon satisfaction and discharge of this Indenture, each in accordance with the terms of this Indenture. (d) In order for a Subsidiary Guarantor to be released from its obligations under its Subsidiary Guarantee in any of the cases set forth above, the Trustee may require that the Subsidiary Guarantor will deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such Guarantee will terminatetransaction and/or release have been complied with.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Notes Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Subject to ARTICLE III and ARTICLE IV, each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Upon the sale or disposition of a Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person other than which is not the Company or another Guarantor (whether or not an Affiliate a Restricted Subsidiary of the GuarantorCompany (other than a Receivables Entity), providedwhich sale or disposition is otherwise in compliance with this Indenture (including, that upon any without limitation, SECTIONS 3.4, 3.7 and 3.10), such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its Notes Guarantee and such Notes Guarantee will terminate. If a ; PROVIDED, HOWEVER, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any reasonother Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, such sale or transfer. 113 (c) Each Guarantor will be deemed released from all its obligations under this Indenture, its Notes Guarantee and the Registration Rights Agreement and such Notes Guarantee will terminate upon the legal defeasance or covenant defeasance of the Securities pursuant to the provisions of ARTICLE VIII hereof. (d) A Subsidiary Guarantor will be deemed released and relieved of its obligations under the this Indenture and its Notes Guarantee without any further action required on the part of the Securities and Company or such Guarantee will terminateSubsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) In the event a Subsidiary Guarantor may consolidate with is sold or merge into disposed of (whether by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person Restricted Subsidiary of the Company (other than a Receivables Entity), such Subsidiary Guarantor shall be released (without any further action on the part of any Person) from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 (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 sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 3.14; and (2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company or another Guarantor any Restricted Subsidiary terminate upon consummation of such transaction. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such c) Each Subsidiary Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate. If a shall terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII hereof. (d) A Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will shall be deemed released from all of its obligations under this Indenture, its Subsidiary Guarantee and the Indenture Registration Rights Agreement and such Subsidiary Guarantee shall terminate if (1) such Subsidiary Guarantor is released from its Guarantee Guarantees of, and all pledges and security interests granted in connection with, a Credit Facility and any other Indebtedness of the Securities Company or any Restricted Subsidiary or (2) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such Guarantee will terminatedesignation complies with the applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, including any guarantees Guarantees under the Bank Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) After the Separation Date, each Subsidiary Guarantee by a Subsidiary Guarantor may consolidate will be released and discharged without the consent of any Holders in accordance with the following: (1) in connection with any sale or merge into other disposition of all or sell its 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 another a Restricted Subsidiary, if the sale or other disposition as of the time of such disposition does not violate Section 3.5; (2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than that is not (either before or after giving effect to such transaction) the Company or another Guarantor (whether or not an Affiliate a Restricted Subsidiary of the Guarantor)Company, provided, that upon any if such consolidation, merger sale or sale to which such Guarantor is a party, other than transactions in which such Guarantor is disposition does not violate Section 3.5 and the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Subsidiary Guarantor ceases to be a Bank Credit Agreement Restricted Subsidiary of the Company as a result thereof; (3) (i) if the Company designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 3.15 or (ii) if such Subsidiary Guarantor becomes an Excluded Subsidiary; (4) upon legal defeasance or covenant defeasance pursuant to Article VIII; (5) at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or (6) as provided in Section 3.11. Upon the Company’s request and at its expense, the Trustee will provide evidence of the release of any Subsidiary Guarantee, provided the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for any reason, in this Section 10.2 relating to the release of such Subsidiary Guarantee have been complied with. Any released Subsidiary Guarantor will be deemed released from all of its obligations under the Indenture and its again provide a Subsidiary Guarantee of the Securities and such Guarantee will terminateif required to do so pursuant to Section 3.11.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal or state applicable law. . (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed released and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all relieved of its obligations under its Subsidiary Guarantee in the Indenture and its Guarantee event that: (i) there is a sale or other disposition of Capital Stock of such Subsidiary Guarantor or all or substantially all of the Securities assets of such Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation), following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the Company; (ii) such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.11 of the Indenture; (iii) there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.1 of the Indenture; or (iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Subsidiary Guarantee, has been repaid in full or otherwise discharged. provided that such transaction is carried out pursuant to, and such Guarantee will terminatein accordance with, the applicable provisions of the Indenture.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this First Supplemental Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee guarantee or pursuant to its contribution obligations under this First Supplemental Indenture, result in the obligations of such Guarantor under its Guarantee guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each Guarantor may consolidate with provincial law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor rights of creditors generally. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such b) Any Guarantor will be deemed released and discharged automatically and unconditionally from all its obligations under the this First Supplemental Indenture and its Guarantee guarantee and such Guarantee will terminate. If a Guarantor ceases cease to be a Bank Credit Agreement Guarantor for Guarantor, without any reason, such Guarantor will be deemed released from all further action required on the part of the Trustee or any Holder: (i) if the Company exercises its legal defeasance or its covenant defeasance options with respect to the Notes or if its obligations under the Indenture and its Guarantee are discharged in accordance with the terms of the Securities Indenture; (ii) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of such Guarantee will terminateGuarantor; and (iii) upon the release or discharge of such Guarantor’s obligations under the Revolving Credit Agreement and the Term Loan Agreement. (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 conditions described above has occurred, the Trustee shall, at the Company’s expense, execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of a Guarantor from its obligations under its guarantee and this First Supplemental Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of each Subsidiary Guarantor hereunder will be limited as set forth in Section 10.3. (b) Subject to the maximum amount as willSection 3.7 and Article IV, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company or another Subsidiary Guarantor without limitation. Each Upon the sale or disposition of a Subsidiary Guarantor may consolidate with (by merger, consolidation, the sale of its Capital Stock or merge into the sale of all or sell substantially all of its properties and assets (other than by lease)), whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Subsidiary Guarantor), provided, that upon any such consolidation, merger or sale to ) which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany or a Restricted Subsidiary of the Company, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by which sale or disposition is otherwise in compliance with Section 3.7 such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its Subsidiary Guarantee and its obligations under the this Indenture and the Registration Rights Agreement; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. (c) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement without any further action required on the part of the Company or such Guarantee will terminate. If Subsidiary Guarantor (i) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (ii) if the Subsidiary Guarantor is dissolved or liquidated in accordance with Section 3.14, (iii) in connection with a legal or covenant defeasance in accordance with Article VIII or (iv) if such Subsidiary Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee of the Securities and such Guarantee will terminateRestricted Subsidiary.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) A Subsidiary Guarantor may consolidate with will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement (i) upon the sale or merge into disposition of such Subsidiary (by merger, consolidation, the sale of its Capital Stock or sell the sale of all or substantially all of its assets to (other than by a vessel charter made in the Company ordinary course of business)) and whether or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets not the Subsidiary is the surviving corporation in such transaction to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to Subsidiary) which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4, 3.7, 3.10 and 3.11), (ii) without any further action required on the Obligations shall be expressly assumed by supplemental indenture executed and delivered to part of the Trustee, by Company or such Subsidiary upon the corporation formed by designation of such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (iii) in the event that the Company notifies the Trustee in writing that such corporation is also Subsidiary shall no longer constitute a Bank Credit Agreement Subsidiary Guarantor, and so long as the Company is in compliance with Section 3.11 as determined after giving effect to such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases Subsidiary ceasing to be a Bank Credit Agreement Guarantor for any reason, Subsidiary Guarantor; (iv) upon liquidation or dissolution of such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee Subsidiary; or (v) upon legal or covenant defeasance of the Securities and or upon satisfaction or discharge of the Securities as provided in Article VIII. The Company shall give to the Trustee prompt written notice that any such Guarantee will terminateSubsidiary no longer constitutes a Subsidiary Guarantor.

Limitation on Liability; Termination, Release and Discharge. The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. If a Guarantor ceases to be a Bank Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from all of its obligations under the Indenture and its Guarantee of the Securities Notes and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. The obligations of each the Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor (including, without limitation, any guarantees under the Bank Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture), result in the obligations of such the Subsidiary Guarantor under its the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation. Each Subject to Article IV and Article V, the Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person corporation, partnership or trust other than the Company (whether or another not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of the Subsidiary Guarantor under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Notes, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of the Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor), provided, that upon any such consolidation, merger or sale to ) which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporationCompany or a Restricted Subsidiary of the Company (other than a Receivables Subsidiary), which sale or disposition is otherwise in compliance with this Indenture (including Section 4.14 hereof), the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such Subsidiary Guarantor will be deemed released from all its obligations under the this Indenture and its the Subsidiary Guarantee and such the Subsidiary Guarantee will terminate. If a ; PROVIDED, HOWEVER, that any such termination will occur only to the extent that all obligations of the Subsidiary Guarantor ceases to be a Bank under the Senior Credit Agreement Guarantor for any reason, such Guarantor will be deemed released from and all of its obligations guarantees of, and under the Indenture and all of its Guarantee pledges of assets or other security interests which secure, any other Indebtedness of the Securities and Company or its Restricted Subsidiaries will also terminate upon such Guarantee will terminaterelease, sale or transfer.

Limitation on Liability; Termination, Release and Discharge. The (a) Any term or provision of this Third Supplemental Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Bank Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee guarantee or pursuant to its contribution obligations under this Third Supplemental Indenture, result in the obligations of such Guarantor under its Guarantee guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state law. Each Guarantor may consolidate with provincial law and not otherwise being void or merge into or sell its assets to voidable under any similar laws affecting the Company or another Guarantor without limitation. Each Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company or another Guarantor rights of creditors generally. (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which such Guarantor is a party, other than transactions in which such Guarantor is not the surviving corporation, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which such Guarantor shall have been merged, or which shall have acquired such property, provided, that such corporation is also a Bank Credit Agreement Guarantor, and such b) Any Guarantor will be deemed released and discharged automatically and unconditionally from all its obligations under the this Third Supplemental Indenture and its Guarantee guarantee and such Guarantee will terminate. If a Guarantor ceases cease to be a Bank Credit Agreement Guarantor for Guarantor, without any reason, such Guarantor will be deemed released from all further action required on the part of the Trustee or any Holder: (i) if the Company exercises its legal defeasance or its covenant defeasance options with respect to the Notes or if its obligations under the Indenture and its Guarantee are discharged in accordance with the terms of the Securities Indenture; (ii) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of such Guarantee will terminateGuarantor; and (iii) upon the release or discharge of such Guarantor’s obligations under the Revolving Credit Agreement and the 2024 and 2026 Term Loan Agreement. (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 conditions described above has occurred, the Trustee shall, at the Company’s expense, execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of a Guarantor from its obligations under its guarantee and this Third Supplemental Indenture.