Common use of Limitation on Liability Clause in Contracts

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term Intermediate Holdings and each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Intermediate Holdings Guarantee and Note Guarantee of Intermediate Holdings or provision such Note Guarantor, as the case may be, not constitute a fraudulent transfer or conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the contrary notwithstandingextent applicable to the Intermediate Holdings Guarantee and any Note Guarantee. To effectuate the foregoing intention, the maximum aggregate amount Trustee, the Holders, Holdings, Intermediate Holdings and the Note Guarantors hereby irrevocably agree that the obligations of the Subsidiary Guaranteed Obligations guaranteed hereunder by Intermediate Holdings and each Subsidiary Note Guarantor shall not exceed be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Intermediate Holdings and such Note Guarantor that can be hereby guaranteed are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Intermediate Holdings and any other Note Guarantor or Holdings in respect of the applicable Subsidiary obligations of Intermediate Holdings or such other Note Guarantor without rendering under this IndentureArticle 10 or Holdings under Article 11, result in the obligations of Intermediate Holdings or such Note Guarantor under the Intermediate Holdings Guarantee and the Note Guarantee, as it relates to such Subsidiary Guarantorthe case may be, not being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary generally. Intermediate Holdings and each Note Guarantor that makes a payment under its Intermediate Holdings Guarantee and Note Guarantee, as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee case may be, shall be deemed to be released from entitled upon payment in full of all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ guaranteed obligations under this Indenture are discharged to a contribution from each other Note Guarantor or Intermediate Holdings, as the case may be, and Holdings in an amount equal to Intermediate Holdings’ or such other Note Guarantor’s or Holdings’ pro rata portion of such payment based on the respective net assets of all the Note Guarantors, Intermediate Holdings and Holdings at the time of such payment determined in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventGAAP.

Limitation on Liability. (a) Any term or provision of this Indenture Notwithstanding anything herein to the contrary notwithstandingcontrary, Guarantor shall have no liability with respect to any Guaranteed Obligations to the maximum aggregate amount extent incurred as a result of (i) the exercise of remedies by Mortgage Lender, Lender or any Other Mezzanine Lender, or any deed or assignment in lieu thereof, or (ii) any action or omission of (A) Lender from and after a foreclosure on all or any portion of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Collateral (or any purchaser at foreclosure or any transferee of Lender or such purchaser, unless such purchaser at foreclosure or transferee of Lender or such purchaser is Guarantor shall not exceed or a Related Party of Guarantor) or (B) Mortgage Lender or any Other Mezzanine Lender from and after a foreclosure on all or any portion of the maximum amount that can be hereby guaranteed by collateral securing the applicable Subsidiary Mortgage Loan or Other Mezzanine Loan (or any purchaser at foreclosure or any transferee of any Mortgage Lender or Other Mezzanine Lender or such purchaser, unless such purchaser at foreclosure or any transferee of such Mortgage Lender or Other Mezzanine Lender or such purchaser is Guarantor without rendering this Indenture, as it relates to such Subsidiary or a Related Party of Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates). (b) A Subsidiary Guarantee The liabilities and recourse obligations of Guarantor hereunder shall be limited to such liabilities or obligations arising or incurred at a time when the Person whose actions or omissions triggers the liability is owned in whole or in part (directly or indirectly, including through the ownership of preferred equity interests or options, warrants or other similar contingent interests) by either Ashford Guarantor or Prudential Guarantor or a Related Party of Ashford Guarantor or Prudential Guarantor. Notwithstanding the foregoing, in the event Prudential Guarantor shall no longer have any direct or indirect interest in Borrower as a result of the transfer to any Restricted Subsidiary that is Ashford Guarantor or an Affiliate of Ashford Guarantor of all of its direct and/or indirect interests in PIMHH, then upon the satisfaction of each of the following conditions, Lender shall deliver to Prudential Guarantor a party hereto on written release from liability under this Guaranty with respect to matters which arise after the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon:transfer (the “Prudential Release”): (i) On the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) date of the Capital Stock (including any salePrudential Release, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), Event of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this IndentureDefault shall have occurred and be continuing; (ii) Prudential Guarantor shall have provided Lender with not less than sixty (60) days’ written notice prior to the designation date of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”proposed transfer; (iii) On the release or discharge date of the guarantee by such Subsidiary Prudential Release, ▇. ▇▇▇▇▇▇▇ Guarantor shall have shareholder’s equity of not less than $500,000,000, determined in accordance with GAAP; ▇. ▇▇▇▇▇▇▇ Guarantor shall have not less than $50,000,000 in liquid assets of which not less than $25,000,000 shall consist of cash and the balance shall consist of undrawn and available commitments under credit facilities; and ▇. ▇▇▇▇▇▇▇ Guarantor shall not be in default under (1) the Ashford Credit Agreement Agreement, or other Indebtedness any amendment, restatement or the guarantee of replacement thereof or (2) any other Indebtedness which resulted indebtedness (including guaranty obligations) in the obligation to guarantee the Notes;excess of $50,000,000; and (iv) On the Issuers’ exercise date of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Prudential Release, Ashford Guarantor shall execute and deliver to Lender a reaffirmation and acknowledgment of its obligations under this Indenture are discharged in accordance with Guaranty, including its sole liability for any Guaranteed Obligations which arise after the terms date of this Indenture;the Prudential Release. (vc) Prudential Guarantor shall have no liability under this Guaranty for any Guaranteed Obligations which arise out of an event or circumstance described in Section 1.2(b)(iii)(A)-(C) above to the extent such Restricted Subsidiary ceasing to be event or circumstance is caused by or results from the actions of Remington or any Related Party of Remington so long as such Related Party is not also a Subsidiary as a result Related Party of Borrower or any Guarantor, provided that Ashford Guarantor shall remain liable for 100% of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventsuch Guaranteed Obligations.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and (B) such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in violation connection with, the Credit Agreement and any other Indebtedness of this Indenture;the Issuer or any Restricted Subsidiary of the Issuer, or (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “"Unrestricted Subsidiary”;," or (iii) in the case of any Restricted Subsidiary which after the Acquisition Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, or (iv) the Issuers’ Issuer's exercise of their its legal defeasance option or covenant defeasance option under pursuant to Article VIII 8, or if the Issuers’ Issuer's obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released and discharged upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) . In addition, the occurrence Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.16 hereof. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor that was not obligated to become a Covenant Suspension EventGuarantor pursuant to the terms of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Issuers or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made to a person that is not an Issuer or a Restricted Subsidiary of Holdings in a manner not in violation of transaction that is permitted by this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes[reserved]; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of First-Priority Lien Obligations or other exercise of remedies in respect thereof, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Senior Lien Intercreditor Agreement; and (vi) the occurrence of a Covenant Suspension Eventas provided in Article IX.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. In addition, each Guarantee is subject to the Applicable Guarantee Limitations applicable thereto, if any. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is Guarantor (other than, in the case of clauses (i) and (ii) below, a party hereto on Guarantee of the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Parent) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor to a Person that is not an Issuer or a Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Indebtedness under (i) the Credit Agreement and (ii) any Capital Markets Indebtedness of the Parent, any Issuer or any of the other Indebtedness or the guarantee of any other Indebtedness Guarantors which resulted in created the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and. (vic) The Guarantee (if any) of the occurrence Parent will only be released upon (iii) and (iv) above or upon the disposition of all or substantially all of the assets of the Parent in accordance with Section 5.01 in a Covenant Suspension Eventtransaction or series of related transactions that constitutes a Change of Control.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that that, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, all of its obligations with respect to the 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, can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureIndenture or the Guarantee, as it relates to such Subsidiary Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable generally. After the Issue Date, the Company will cause each Restricted Subsidiary that guarantees any Indebtedness under any Senior Credit Document and each Restricted Subsidiary that the Company shall otherwise cause to guarantees for obligations become a Guarantor pursuant to the terms of affiliatesthis Indenture, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the Notes on an unsecured senior subordinated basis. (b) A Subsidiary Guarantee as to any Restricted Subsidiary Guarantor that is a party hereto on Subsidiary of the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Company shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11; provided that at the time of such release, no Default or Event of Default has occurred and is continuing, upon: : (i) the sale, disposition, exchange sale or other transfer disposition (including through merger, consolidation, amalgamation by merger or otherwise) of the Capital Stock (including any salesuch Guarantor, disposition or other transfer following which the applicable Subsidiary such Guarantor is no longer a Restricted Subsidiary), Subsidiary of the applicable Subsidiary Guarantor if Company; provided, however, that each such sale, disposition, exchange sale or other transfer is made in a manner not in violation of disposition shall comply with this Indenture; Indenture (including Section 4.06 and Section 5.01(b)); (ii) the designation merger or consolidation of such Subsidiary Guarantor as an Unrestricted Subsidiary with and into the Company or another Guarantor that is the surviving Person of such merger or consolidation; or (iii) upon legal defeasance of the Company’s and all Guarantors’ obligations under this Indenture or satisfaction and discharge of this Indenture, in each case, in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) . Upon any such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies occurrence specified in respect thereof; and (vi) this Section 11.02, the occurrence of a Covenant Suspension EventTrustee shall execute and deliver an appropriate instrument evidencing such release.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII X upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (viv) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Credit Facility Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to by any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof 4.17 and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation by the Company or CCI of such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 4.08 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;; and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII 8 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Subsidiary Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness any Credit Facility or other exercise of remedies in respect thereof. (c) The Parent Guarantee shall terminate and be of no further force or effect and the Parent Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (i) the Issuers ceasing to be Wholly Owned Subsidiaries of CCI; (ii) the Issuers’ transfer of all or substantially all of their assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of CCI in accordance with Section 5.01 and such transferee entity assumes the Issuers’ obligations under this Indenture; and (viiii) the occurrence Issuers’ exercise of a their Legal Defeasance option or Covenant Suspension EventDefeasance option under Article 8 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee (other than as result of payment thereon by such Subsidiary Guarantor of following a default by the direct obligor on any Credit Agreement or other Indebtedness the applicable Capital Markets Indebtedness) by such Guarantor of or (in the guarantee case of any Credit Agreement) other obligations of such Guarantor pursuant to (A) the Credit Agreements and (B) all Capital Markets Indebtedness which resulted in of the obligation to guarantee the NotesCompany or any other Guarantor; (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Company’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and , or if such Subsidiary is released from its obligations under any Indebtedness (vior any guarantee of any Indebtedness) of the occurrence of a Covenant Suspension EventCompany or any Restricted Subsidiary (other than the Credit Agreement) which resulted in the obligation to guarantee the Securities under Section 4.11.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Note Guarantor is no longer a Restricted Subsidiary), ) or all or substantially all the assets of the applicable Subsidiary Note Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and such Note Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in violation connection with, any Credit Agreement and any other Indebtedness of this Indenture;the Issuer or any Note Guarantor, (ii) the designation of Issuer designating such Subsidiary Note Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee repayment of any other Indebtedness the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes;, and (iv) the Issuers’ Issuer’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII VIII, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness the ABL Facility or First Priority Lien Obligations or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (iA) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (iiB) the designation of Nalco Finance LLC designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “"Unrestricted Subsidiary”;," (iiiC) the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of an Issuer or the repayment of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (ivii) in the Issuers’ exercise case of their legal defeasance option or covenant defeasance option under Article VIII or clause (b)(i)(A) above, such Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, other Indebtedness of an Issuer. A Guarantee also shall be automatically released upon the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in other Indebtedness of an Issuer which results in the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. The Company and any Affiliate that is in existence or that hereinafter comes into existence will have no liability to any Participant or any other person as to (a) Any term the non-issuance or provision sale of this Indenture Common Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by counsel to the contrary notwithstanding, Company necessary to the maximum aggregate amount lawful issuance and sale of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. any Common Shares hereunder; (b) A Subsidiary Guarantee as any tax consequences expected, but not realized, by a Participant or any other person due to the receipt, exercise, or settlement of any Restricted Subsidiary Award granted hereunder; or (3) the failure of any Award that is determined to constitute “nonqualified deferred compensation” to comply with Section 409A of the Code. As adopted by the Board of Directors of ▇▇▇▇▇ Acquisition Company II on May , 2012. As approved by the stockholders of ▇▇▇▇▇ Acquisition Company II on . Table of Contents ▇▇▇▇▇ Acquisition Company II, Inc. (the “Corporation”), a party hereto on corporation organized and existing under and by virtue of the date hereof or that executes a supplemental indenture provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies that, pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (as so amended and as further amended from time to time in accordance with Section 4.11 hereof its terms, this Certificate of Designation and provides a guarantee shall terminate and be the General Corporation Law, the “Certificate of no further force Incorporation”) which authorizes the issuance, by the Corporation, in one or effect and such Subsidiary Guarantee shall be deemed more series of up to be released from all obligations under this Article XII upon: 1,000,000 shares of preferred stock, par value $0.0001 per share (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary“Preferred Stock”), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge 151 of the guarantee General Corporation Law, the Board of Directors, by such Subsidiary Guarantor unanimous written consent dated , 2012, duly adopted the following resolution: RESOLVED, that, pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of Article Fourth of the Credit Agreement or other Indebtedness or Certificate of Incorporation of the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged Corporation and in accordance with the terms provisions of this Indenture; Section 151 of the General Corporation Law, the Board of Directors hereby creates and provides for the issuance of a series of Preferred Stock, herein designated as the Series A Voting Preferred Stock, which shall consist initially of 600,000 shares of Preferred Stock (vsubject to increase or decrease as described herein in accordance with Section 151(g) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness the General Corporation Law), and the powers, designations, preferences and relative, participating, optional or other exercise special rights, and the qualifications, limitations or restrictions thereof, of remedies the shares of such series (in respect addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and (vi, set forth in the Certificate of Incorporation that are applicable to Preferred Stock of all series) the occurrence of a Covenant Suspension Event.are hereby fixed as follows:

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesAffiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor Guarantor, if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or (and any other Indebtedness or the guarantee of such Subsidiary Guarantor under Section 4.03(b)(i)) and any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of First Priority Lien Obligations or other exercise of remedies in respect thereof, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Security Documents; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies First-Priority Lien Obligations, subject to, in respect thereofeach case, the application of the proceeds of such foreclosure in accordance with Section 11.04; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Secured Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Guarantee by any Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof 10.06 and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor Company if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;[Reserved] (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;; and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII 8 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;. (vc) A Guarantee by a Parent that executes a supplemental indenture in accordance with Section 10.06 and provides a guarantee shall terminate and be of no further force or effect and such Restricted Subsidiary ceasing Guarantor shall be deemed to be a Subsidiary as a result released from all obligations under this Article 10 upon: (i) the Guarantor’s transfer of any foreclosure all or substantially all of any pledge its assets to, or security interest securing Bank Indebtedness or other merger with, an entity and such transferee entity assuming such Parent’s obligations under this Indenture; or (ii) the Issuers’ exercise of remedies their Legal Defeasance option or Covenant Defeasance option under Article 8 or if the Issuers’ obligations under this Indenture are discharged in respect thereof; and (vi) accordance with the occurrence terms of a Covenant Suspension Eventthis Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies the First-Priority Obligations, subject to, in respect thereofeach case, the application of the proceeds of such foreclosure in accordance with Section 11.04; and (vi) the occurrence of a Covenant Suspension Event. (c) Holdings’ Guarantee will be automatically released upon: (i) MHGE Holdings’ transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of Holdings in accordance with Section 5.01 and such transferee entity assumes the Issuers’ obligations under this Indenture; and (ii) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture. (d) Parent’s Guarantee will be automatically released upon: (i) the Issuers’ delivery of notice to the Trustee that Parent’s Guarantee shall be released; (ii) MHGE Holdings’ transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of Parent in accordance with Section 5.01 and such transferee entity assumes the Issuers’ obligations under the indenture; and (iii) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or any other Indebtedness which has resulted in the obligation to guarantee the Securities or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Issuers or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuers designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; and (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies the First Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in accordance with Section 11.04.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Guarantee by any Guarantor, including the Parent Guarantor and any Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or Guarantor that executes a supplemental indenture in accordance with Section 4.11 hereof 10.06 and provides a guarantee guarantee, shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII X upon: (i) upon the sale, disposition, exchange sale or other transfer disposition (including through by way of consolidation or merger), consolidationin one transaction or a series of related transactions, amalgamation or otherwise) of at least a majority of the total voting power of the Capital Stock (including any sale, disposition or other transfer following which interests of such guarantor (other than to the applicable Subsidiary Guarantor is no longer a Restricted SubsidiaryCompany or any of its Domestic Subsidiaries), of as permitted under the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indentureindenture; (ii) upon the designation sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or any of its Domestic Subsidiaries), as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”permitted hereunder; (iii) if at any time such Guarantor no longer guarantees (or which Guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Senior Indebtedness of the company under the Credit Agreement or the Company’s then primary credit facility with lenders. (iv) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (ivv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; andor (vi) with respect to the occurrence of a Covenant Suspension EventParent Guarantor only, immediately prior to the Spin-Off.

Limitation on Liability. (a) Any term or provision of this Indenture Guaranty to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureGuaranty, as it relates to such Subsidiary Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer or similar laws Laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as The Obligations of any Guarantor under this Guaranty will be automatically and unconditionally released and discharged and no further action by such Guarantor, any Guaranteed Creditor or the Administrative Agent is required for the release and discharge of such Guarantor’s obligations hereunder, (A) pursuant to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture event described in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor 8.09 of the Credit Agreement or (B) upon termination of the Commitments and the principal of and interest on the Obligations and all other Indebtedness amounts payable by the Borrower under the Credit Agreement have been paid in full (other than any contingent reimbursement or indemnification obligations for which no claim has been asserted as of the guarantee relevant time of determination); provided that if at any time any payment of any other Indebtedness which resulted Obligation as described in this clause (B) is rescinded or must be otherwise restored or returned upon the obligation insolvency, bankruptcy or reorganization of the Borrower or otherwise, each Guarantor’s obligations hereunder with respect to guarantee the Notes;such payment shall be reinstated as though such payment had been due but not made at such time. (ivc) The Obligations of the Issuers’ exercise Guarantors will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar Laws, regulations or defenses affecting the rights of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (vcreditors generally) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventconsiderations under applicable Law.

Limitation on Liability. (a) Any term or provision of this Indenture Notwithstanding anything herein to the contrary notwithstandingcontrary, Guarantor shall have no liability with respect to any Guaranteed Obligations to the maximum aggregate amount extent incurred as a result of (i) the exercise of remedies by Lender or any Mezzanine Lender, or any deed or assignment in lieu thereof, or (ii) any action or omission of (A) Lender from and after a foreclosure on all or any portion of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Collateral (or any purchaser at foreclosure or any transferee of Lender or such purchaser, unless such purchaser at foreclosure or transferee of Lender or such purchaser is Guarantor shall not exceed or a Related Party of Guarantor) or (B) any Mezzanine Lender from and after a foreclosure on all or any portion of the maximum amount that can be hereby guaranteed by collateral securing the applicable Subsidiary Mezzanine Loan (or any purchaser at foreclosure or any transferee of any Mezzanine Lender or such purchaser, unless such purchaser at foreclosure or any transferee of such Mezzanine Lender or such purchaser is Guarantor without rendering this Indenture, as it relates to such Subsidiary or a Related Party of Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates). (b) A Subsidiary Guarantee The liabilities and recourse obligations of Guarantor hereunder shall be limited to such liabilities or obligations arising or incurred at a time when the Person whose actions or omissions triggers the liability is owned in whole or in part (directly or indirectly, including through the ownership of preferred equity interests or options, warrants or other similar contingent interests) by either Ashford Guarantor or Prudential Guarantor or a Related Party of Ashford Guarantor or Prudential Guarantor. Notwithstanding the foregoing, in the event Prudential Guarantor shall no longer have any direct or indirect interest in Borrower as a result of the transfer to any Restricted Subsidiary that is Ashford Guarantor or an Affiliate of Ashford Guarantor of all of its direct and/or indirect interests in PIMHH, then upon the satisfaction of each of the following conditions, Lender shall deliver to Prudential Guarantor a party hereto on written release from liability under this Guaranty with respect to matters which arise after the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon:transfer (the “Prudential Release”): (i) On the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) date of the Capital Stock (including any salePrudential Release, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), Event of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this IndentureDefault shall have occurred and be continuing; (ii) Prudential Guarantor shall have provided Lender with not less than sixty (60) days’ written notice prior to the designation date of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”proposed transfer; (iii) On the release or discharge date of the guarantee by such Subsidiary Prudential Release, ▇. ▇▇▇▇▇▇▇ Guarantor shall have shareholder’s equity of not less than $500,000,000, determined in accordance with GAAP; ▇. ▇▇▇▇▇▇▇ Guarantor shall have not less than $50,000,000 in liquid assets of which not less than $25,000,000 shall consist of cash and the balance shall consist of undrawn and available commitments under credit facilities; and C. There shall not be any default under (1) the Ashford Credit Agreement Agreement, or other Indebtedness any amendment, restatement or the guarantee of replacement thereof or (2) any other Indebtedness which resulted indebtedness (including guaranty obligations) in the obligation to guarantee the Notes;excess of $50,000,000; and Guaranty & Indemnity Agreement (iv) On the Issuers’ exercise date of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Prudential Release, Ashford Guarantor shall execute and deliver to Lender a reaffirmation and acknowledgment of its obligations under this Indenture are discharged in accordance with Guaranty, including its sole liability for any Guaranteed Obligations which arise after the terms date of this Indenture;the Prudential Release. (vc) Prudential Guarantor shall have no liability under this Guaranty for any Guaranteed Obligations which arise out of an event or circumstance described in Section 1.2(b)(iii)(A)-(C) above to the extent such Restricted Subsidiary ceasing to be event or circumstance is caused by or results from the actions of Remington or any Related Party of Remington so long as such Related Party is not also a Subsidiary as a result Related Party of Borrower or Guarantor, provided that Ashford Guarantor shall remain liable for 100% of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventsuch Guaranteed Obligations.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Note Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to ultra ▇▇▇▇▇, fraudulent conveyance or conveyance, fraudulent transfer transfer, corporate benefit or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A The Senior Subordinated Subsidiary Guarantee as to any Restricted of the Senior Subordinated Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon:11, (i1) concurrently with any sale by way of enforcement by the sale, disposition, exchange or other transfer relevant Security Trustee (including through merger, consolidation, amalgamation or otherwiseas defined in the Intercreditor Deed) of a security interest therein of (x) all of the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any parent company of the Senior Subordinated Subsidiary Guarantor or (including any saley) all or substantially all of the assets of the Senior Subordinated Subsidiary Guarantor, disposition in each case so long as: (A) the proceeds of such sale are in cash (or other transfer following which substantially in all cash) and are applied in accordance with the applicable Intercreditor Deed; (B) the Senior Subordinated Subsidiary Guarantor is no longer a released from its obligations in respect of any other Indebtedness of Holdings, the Issuer and any other Restricted Subsidiary; provided, however, that nothing in the Intercreditor Deed shall require the release by the Senior Subordinated Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the New Credit Facility; and (C) the sale is made pursuant to either a public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition (financial or otherwise), earnings, business, assets and prospects of the applicable Senior Subordinated Subsidiary Guarantor if and its Subsidiaries, the Security Trustee having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a lender under the New Credit Facility or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit Holders to participate in the sale process as bidders; provided, however, that the Security Trustee shall not be under any further obligation to cause such recommendations to be implemented to the extent not implemented in connection with such sale by the relevant court, authority or other third party required to act in connection with such sale; provided, dispositionfurther, exchange that such reasonable efforts will, to the extent permitted by applicable law, include attempting to conduct such sale process other than through a court or other transfer legal proceeding. (2) concurrently with any sale by an administrator under the UK Insolvency ▇▇▇ ▇▇▇▇ of (x) all of the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any parent company of the Senior Subordinated Subsidiary Guarantor or (y) all or substantially all of the assets of the Senior Subordinated Subsidiary Guarantor, in each case so long as: (A) the administrator is made in an insolvency practitioner whose appointment the Trustee has not objected to (acting reasonably) under the provisions of the UK Insolvency ▇▇▇ ▇▇▇▇ relating to the selection of a manner not in violation of this Indentureperson or persons to be an/the administrator; (iiB) the proceeds of such sale are in cash (or substantially in all cash) and are applied in accordance with the Intercreditor Deed; (C) the Senior Subordinated Subsidiary Guarantor is released from its obligations in respect of any other Indebtedness of Holdings, the Issuer or any other Restricted Subsidiary; provided, however, that nothing in the Intercreditor Deed shall require the release by the Senior Subordinated Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the New Credit Facility; and (D) the sale is made pursuant to a public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition (financial or otherwise), earnings, business, assets and prospects of the Senior Subordinated Subsidiary Guarantor and its Subsidiaries, the administrator having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a lender under the New Credit Facility or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit Holders to participate in the sale process as bidders. (3) upon Legal Defeasance or Covenant Defeasance of the Issuer’s obligations or satisfaction and discharge of this Indenture as provided in Article 8 and Article 10; or (4) upon designation of such the Senior Subordinated Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;, including Section 4.17. Upon the presentation of an Officer’s Certificate with respect to the occurrence of an event specified in the preceding paragraph, the Trustee will execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the Senior Subordinated Subsidiary Guarantee. (vc) Any Additional Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Additional Subsidiary Guarantee, and such Restricted Additional Subsidiary ceasing to Guarantee shall thereupon terminate and be a discharged and be of no further force or effect, upon the occurrence of any of the events described in clauses (1) through (4) of paragraph (b), substituting such Additional Subsidiary Guarantor for the Senior Subordinated Subsidiary Guarantor where applicable. In addition, any Additional Subsidiary Guarantee shall thereupon terminate and be discharged and be of no further force or effect at any time the relevant Additional Subsidiary Guarantor is fully and unconditionally released (other than as a result of any foreclosure payment thereof) from all the obligations that resulted in such Additional Subsidiary Guarantor being required to provide an Additional Subsidiary Guarantee under Section 4.19. Any release pursuant to this Section 11.02 shall be made only if the guarantee by NTLIH in favor of any pledge the Existing Notes has been released concurrently with or security interest securing Bank Indebtedness or other exercise prior to the release of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventSenior Subordinated Subsidiary Guarantee.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. In addition, each Guarantee is subject to the Applicable Guarantee Limitations applicable thereto, if any. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is Guarantor (other than, in the case of clauses (i) and (ii) below, a party hereto on Guarantee of the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Parent) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor to a Person that is not an Issuer or a Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Indebtedness under (i) the Credit Agreement and (ii) any Capital Markets Indebtedness of the Parent, any Issuer or any of the other Indebtedness or the guarantee of any other Indebtedness Guarantors which resulted in created the obligation to guarantee the Notes, in each case to the extent that (x) such release or discharge occurs on a date no less than 100 days after the Issue Date, (y) no holder of such Indebtedness receives any direct or indirect consideration in connection with such release (including any consent fee, repayment, “exit consents” or additional covenants or credit support or other favorable terms under the documentation governing such Indebtedness) unless the holders of the Notes receive commensurate consideration (or reasonably commensurate consideration in the case of any consideration other than monetary consideration or credit support) and (z) such release is not in connection with any refinancing or replacement of such Indebtedness; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and. (vic) The Guarantee (if any) of the occurrence Parent will only be released upon (iii) and (iv) above or upon the disposition of all or substantially all of the assets of the Parent in accordance with Section 5.01 in a Covenant Suspension Eventtransaction or series of related transactions that constitutes a Change of Control. For the avoidance of doubt, the release of any Guarantor from its guarantee of other Indebtedness shall not, in and of itself, result in a release of such Guarantor’s Guarantee, except as explicitly provided in Section 12.02(b)(iii). SECTION 12.03 [Intentionally Omitted].

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureIndenture or the Guarantee, as it each relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Guarantee of any Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor and, where applicable, Holdings, shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor or Holdings, where applicable, shall be deemed to be released and discharged from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.10, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, or (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option as described under Article VIII Section 8.01 or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;, provided that no Guarantee of a Guarantor shall be released or terminated unless and until such Guarantee is released or terminated, as applicable, under the Credit Agreement, and the Company shall have provided written notice thereof to the Trustee; and provided further that any guarantee that is reinstated under the Credit Agreement shall be concurrently, automatically and without notice reinstated under this Indenture. (vc) such Restricted A Guarantee also shall be automatically released upon the applicable Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness the Credit Agreement or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) the occurrence of a Covenant Suspension Event; and (vi) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of the First Priority Lien Obligations or other exercise of remedies in respect thereof; and (vi) , subject to, in each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure or exercise of remedies in the matter described in the Security Documents.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII XIII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the borrowing or guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; and (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies the First Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in accordance with Section 12.04.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Note Guarantor is no longer a Restricted Subsidiary), ) or all or substantially all the assets of the applicable Subsidiary Note Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and such Note Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in violation connection with, any Credit Agreement and any other Indebtedness of this Indenture;the Company or any Note Guarantor, (ii) the designation of Company designating such Subsidiary Note Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee repayment of any other Indebtedness the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes;, and (iv) the Issuers’ Company’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII VIII, or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness the ABL Facility or First Priority Lien Obligations or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that that, after giving effect to all other contingent and fixed liabilities of such 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 Guarantee or pursuant to its contribution obligations under this Indenture, can be guaranteed hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, void or voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”[reserved]; (iii) the release or discharge such Guarantor ceasing to guarantee any Indebtedness of the guarantee by such Subsidiary Issuer or a Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation that would require it to guarantee the Notes;become a Guarantor pursuant to Section 4.10; or (iv) the Issuers’ Issuer’s exercise of their the Issuer’s legal defeasance option or covenant defeasance option under Article VIII in accordance with Section 8.01 or if the Issuers’ obligations of the Issuer and such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture; . Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee, the Collateral Agent or the Holders (vor any of them) shall be necessary to effect any such Restricted Subsidiary ceasing release. None of the Trustee, the Issuer or any Guarantor will be required to be make a Subsidiary as a result notation on the Securities or any Guarantee to reflect any such release, termination or discharge. Upon request of any foreclosure the Issuer and delivery by the Issuer to the Trustee of any pledge or security interest securing Bank Indebtedness or other exercise an Officers’ Certificate to the effect that one of remedies in respect thereof; and (vi) the occurrence foregoing requirements has been satisfied and the conditions to the release of a Covenant Suspension EventGuarantor under this Section 10.02(b) has been met, the Trustee will execute any documents reasonably requested by the Issuer or such Guarantor in order to evidence the release of a Guarantor from its obligations under its Guarantee hereunder.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Note Guarantor without rendering this Indenturethe Note Guarantee, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or conveyance, fraudulent transfer transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and release and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i1) the sale, disposition, exchange a sale or other transfer disposition (including through by way of consolidation or merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition of such Guarantor or other transfer following which the applicable Subsidiary Guarantor is no longer of a Restricted Subsidiary), Person who holds all of the applicable Subsidiary Capital Stock of such Guarantor, such that the Guarantor if such saledoes not remain a Subsidiary, dispositionor the sale or disposition of all or substantially all the assets of the Guarantor, exchange or other transfer is made in a manner not in violation of each case, otherwise permitted by this Indenture;, (ii2) defeasance or discharge of the designation of such Subsidiary Guarantor Notes, as an Unrestricted Subsidiary provided in Article 8, (3) in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;Agreed Security Principles,or (iii4) so long as no Event of Default has occurred and is continuing, to the release extent that such Guarantor (i) is unconditionally released and discharged from its liability with respect to the Revolving Credit Agreement (other than pursuant to the repayment and discharge thereof) and (ii) does not guarantee any other Credit Facility or discharge Public Debt. In all cases, the Issuers and such Note Guarantors that are to be released from their Note Guarantees shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel certifying compliance with this Section 10.02(b). At the request of the guarantee by Issuers, the Trustee shall execute and deliver an appropriate instrument evidencing such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted release (in the obligation to guarantee the Notes; (iv) form provided by the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event).

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Security Documents or the Intercreditor Agreement or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or other exercise any Restricted Subsidiary of remedies the Issuer which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Senior Subordinated Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon11 upon the sale (including through merger or consolidation) of the Capital Stock where, after such sale, such Guarantor is no longer a Subsidiary of the Company, or all or substantially all the assets, of the applicable Guarantor if: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer sale is made in a manner not in violation of this Indenture;compliance with Section 4.06; and (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary is released from its guarantees, if any, of, and all pledges and security, if any, granted in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of connection with, the Credit Agreement or other Indebtedness or the guarantee of and any other Indebtedness which resulted in of the obligation to guarantee Company or any Subsidiary of the Notes; (iv) Company. A Senior Subordinated Guarantee also shall be automatically released upon the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement. Upon the release of the guarantee of TRW Automotive Holdings, TRW Automotive Intermediate Holdings or TRW Automotive Luxembourg, as applicable, under the Credit Agreement, the Senior Subordinated Guarantee of TRW Automotive Holdings (viif any), TRW Automotive Intermediate Holdings (if any) or TRW Automotive Luxembourg, as applicable, shall be released and discharged at such time. In addition, a Senior Subordinated Guarantee made by any Restricted Subsidiary shall be automatically released if the occurrence Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of a Covenant Suspension Eventthis Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing any such release (in the form provided by the Company).

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made to a person that is not an Issuer or a Restricted Subsidiary of Holdings in a manner not in violation of transaction that is permitted by this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;; Table of Contents (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes[reserved]; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of First-Priority Lien Obligations or other exercise of remedies in respect thereof, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Senior Lien Intercreditor Agreement; and (vi) the occurrence of a Covenant Suspension Eventas provided in Article IX.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly-Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee pledge by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness (including the Existing Second Lien Notes) or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;; and (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guarantee as to any Subsidiary also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) The Parent Guarantee shall terminate and be of no further force or effect and the Parent Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the Issuer ceasing to be a Wholly Owned Subsidiary of ▇▇▇▇▇▇’▇ Entertainment; (ii) the Issuer’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of ▇▇▇▇▇▇’▇ Entertainment in accordance with Section 5.01 and such transferee entity assumes the Issuer’s obligations under this Indenture; and (viiii) the occurrence Issuer’s exercise of a Covenant Suspension Eventits legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. In addition, the Parent Guarantee will be automatically released upon the election of the Issuer and Notice to the Trustee if the guarantee by ▇▇▇▇▇▇’▇ Entertainment of the Credit Agreement, the Retained Notes or any Indebtedness which resulted in the obligation to guarantee the Notes has been released or discharged.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;. (vc) In the case of clause (b)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First-Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Security Documents or the Intercreditor Agreement or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or other exercise any Restricted Subsidiary of remedies the Issuer which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor and Affiliated Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor or Affiliated Guarantor without rendering the Guarantee or this Indenture, as it relates to such Subsidiary Guarantor or Affiliated Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary or Affiliated Guarantor that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor or Affiliated Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”[reserved]; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes[reserved]; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; and (v) if such Restricted Guarantor is a Subsidiary, such Subsidiary ceasing to be a Subsidiary, or in the case of any Neon Entity or XBP Entity, such Neon Entity or XBP Entity ceasing to be a Subsidiary of Neon Parent or XBP Parent, respectively, in each case as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of the First-Priority Obligations or other exercise of remedies in respect thereof; and, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Security Documents. (vi) solely with respect to XBP Parent, on the occurrence earliest to occur of (a) payment of $75 million by or on behalf of XBP Parent in respect of the XBP Guarantee on account of an XBP Sale made in compliance with Section 4.06(d) and (b) the later of (i) the consummation of a Covenant Suspension EventNeon Sale and payment by or on behalf of the Issuers of $150 million pursuant to Section 3.02 and/or Section 4.06(c) hereof, and (ii) April 12, 2025. (vii) solely with respect to Neon Parent and the other Neon Entities upon the consummation of a Neon Sale and payment by or on behalf of the Issuers of $150 million made in compliance with Section 3.02 and/or Section 4.06(c) hereof.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Note Guarantor is no longer a Restricted Subsidiary), ) or all or substantially all the assets of the applicable Subsidiary Note Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and such Note Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in violation connection with, the Credit Agreement and any other Indebtedness of this Indenture;the Company or any Note Guarantor, (ii) the designation of Company designating such Subsidiary Note Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee repayment of any other Indebtedness the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes;, and (iv) the Issuers’ Company’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 4.10 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made to a person that is not the Issuer or a Restricted Subsidiary of the Issuer in a manner not in violation of transaction that is permitted by this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes[reserved]; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of First-Priority Lien Obligations or other exercise of remedies in respect thereof, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Senior Lien Intercreditor Agreement; and (vi) the occurrence of a Covenant Suspension Eventas provided in Article IX.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Holdings designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of Holdings or any Restricted Subsidiary of Holdings or such Restricted Subsidiary or the repayment of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) in the Issuers’ exercise case of their legal defeasance option clause (b)(i) above, such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities and any other Indebtedness of Holdings or covenant defeasance option under Article VIII or if any Restricted Subsidiary of Holdings. A Guarantee also shall be automatically released upon the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness Credit Facilities or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Senior Credit Facilities and any other Indebtedness of a Covenant Suspension EventHoldings or any Restricted Subsidiary of Holdings which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or provision conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the contrary notwithstandingextent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the maximum aggregate amount of Trustee, the Holders and the Subsidiary Guaranteed Obligations guaranteed hereunder by Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor shall not exceed be limited to the maximum amount that can be hereby guaranteed by the applicable as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor without rendering that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this IndentureArticle 10, as it relates to result in the obligations of such Subsidiary Guarantor, Guarantor under the Subsidiary Guarantee not being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A generally. Each Subsidiary Guarantee as to any Restricted Subsidiary Guarantor that is makes a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such payment under its Subsidiary Guarantee shall be deemed to be released from entitled upon payment in full of all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ guaranteed obligations under this Indenture are discharged to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventGAAP.

Limitation on Liability. (a) Any term or provision ----------------------- of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Subsidiary Guaranteed Obligations obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by (after giving effect to all its Guarantees of Debt under the applicable Subsidiary Guarantor New Credit Facility) without rendering this Indenture, as it relates to any such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable generally, provided, however, that the Security Guarantee by -------- ------- HRI shall be limited to guarantees an amount not to exceed, together with any Debt outstanding under the New Credit Facility, 80% of the aggregate purchase price paid by HRI (which purchase price was approximately $17 million) for obligations of affiliatesthe Harborside Healthcare - Pawtuxet Village Nursing and Rehabilitation Center and the Harborside Healthcare - Greenwood Nursing and Rehabilitation Center. (b) A Subsidiary This Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: upon (i) the sale, disposition, exchange or other transfer designation (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition this Indenture) of “such Guarantor as an Unrestricted Subsidiary”; Subsidiary or (iiiii) the release sale or discharge other disposition of all of the guarantee by assets of such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; , by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor then held by the Company and its Restricted Subsidiaries; provided -------- that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.06, to the extent such Section is applicable to such disposition and is required thereby, or (viii) the sale or other disposition of Capital Stock of any Guarantor if (A) as a result of such Restricted Subsidiary ceasing disposition, such Person ceases to be a Subsidiary as a result of the Company and (B) the Net Proceeds of such sale are applied in accordance with Section 4.06, to the extent such Section is applicable to such disposition. If the Security Guarantee of any foreclosure Guarantor terminates pursuant to the foregoing provisions, such Person shall cease to be a Subsidiary, a Guarantor or otherwise a party to this Indenture and, upon request by the Company, the Trustee shall execute appropriate instruments acknowledging such termination and the release of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventsuch Person from its obligations hereunder.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureIndenture or the Guarantee, as it each relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released and discharged from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, or (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option as described under Article VIII Section 8.01 or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;. (vc) such Restricted A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness Credit Agreement or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation amalgamation, dividend, distribution or otherwise) of the Capital Stock (including any sale, disposition disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) (i) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”” or (ii) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of under the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes, provided that no such Guarantee shall be released so long as the applicable Subsidiary Guarantor continues to guarantee the Credit Agreement; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Secured Indebtedness or other exercise of remedies in respect thereof; and; (vi) the occurrence of a Covenant Suspension Event; provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by this Indenture) shall be taken within 30 days after such Reversion Date or as soon as reasonably practicable thereafter; (vii) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; and (viii) as set forth in Article IX of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that that, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, all Guarantor Senior Debt of such 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 Guarantee or pursuant to its contribution obligations under this Indenture, can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on Guarantor of the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Company shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: Eleven upon (i) the sale, disposition, exchange merger or consolidation of such Guarantor with or into any Person other transfer than the Company or a Restricted Subsidiary of the Company (including through merger, consolidation, amalgamation other than a Securitization Entity) whether or otherwisenot such Guarantor is the surviving entity of such consolidation or merger or (ii) the sale by the Company or any Subsidiary of the Company (or any pledgee of the Company) of the Capital Stock or of all or substantially all of the assets of such Guarantor to any Person other than the Company or a Restricted Subsidiary of the Company (including any other than a Securitization Entity), where, after such sale, disposition or other transfer following which the applicable Subsidiary such Guarantor is no longer a Restricted Subsidiary), Subsidiary of the applicable Subsidiary Guarantor if Company; PROVIDED, HOWEVER, that each such merger, consolidation or sale (or, in the case of a sale by such a pledgee, the disposition of the proceeds of such sale, disposition, exchange or other transfer is made in a manner not in violation of ) shall comply with this Indenture;, including Section 4.16 and Section 5.01(c) and that all the obligations of such Guarantor under the Bank Credit Agreement and related documentation and under any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of the transaction. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. (iic) A Guarantee as to any Guarantor of the designation Company shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article Eleven if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance and such designation complies with the all applicable provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof 4.14 and provides a guarantee of the Notes shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponX upon any of the following: (i1) the any sale, disposition, exchange or other transfer (including through by merger, consolidation, amalgamation consolidation or otherwise) of the Capital Stock Equity Interests of such Guarantor (including any sale, disposition exchange or other transfer following transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii2) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Secured Credit Agreement or other Indebtedness Facilities or the guarantee of any other Indebtedness which Debt that resulted in the obligation to guarantee the Notescreation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (iv3) the Issuers’ exercise proper designation of their any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (4) if the Company exercises its legal defeasance option or its covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are satisfied discharged in accordance with the terms of this Indenture;Article VIII; or (v5) such Restricted Subsidiary ceasing to be a Subsidiary as a result with the consent of the Holders in accordance with Section 9.02. The Company shall notify the Trustee and the Holders of any foreclosure Guarantor that is released from its Guarantee. Upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent to release set forth in this Indenture have been satisfied, the Trustee shall execute and deliver an appropriate instrument confirming the release of any pledge or security interest securing Bank Indebtedness or such Guarantor upon the Company’s request. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other exercise Guarantor in an amount equal to such other Guarantor’s pro rata portion of remedies such payment based on the respective net assets of all the Guarantors at the time of such payment determined in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventaccordance with GAAP.

Limitation on Liability. (a) Any term or provision of Seller’s indemnification obligations pursuant to this Indenture Section 7.1 shall be subject to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII uponfollowing limitations: (i) the saleThe indemnification obligations of Seller pursuant to this Agreement shall not include special, dispositionincidental, exchange consequential, indirect, punitive or other transfer exemplary Damages (including through mergerlost profits and damages for a lost opportunity); provided, consolidationthat any Damages for which Purchaser has the right to be indemnified pursuant to this Section 7.1 and that were imposed on Purchaser by a Governmental Authority shall not be deemed incidental, amalgamation consequential, indirect, punitive or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;exemplary Damages. (ii) Purchaser may not receive compensation for Damages suffered by it to the designation extent that such Damages are attributable to (A) the gross negligence, willful misconduct, or fraud of such Subsidiary Guarantor Purchaser, as determined by a court of competent jurisdiction by a final and non-appealable judgment, (B) the inaccuracy, breach, or failure of any representation or warranty or covenant of Purchaser in this Agreement, (C) Purchaser claiming an Unrestricted Subsidiary amount of 2024 Tax Credits that is different than the amount reported to Purchaser by Seller as being transferred to Purchaser in accordance the Transfer Election Statements, or (D) Purchaser taking the 2024 Tax Credits into account in a taxable year that is not consistent with Section 6418(d)(1) of the provisions Code. For the avoidance of Section 4.04 and doubt, the definition inability of “Unrestricted Subsidiary”;Purchaser to fully utilize any 2024 Tax Credits due to Purchaser having an insufficient tax liability shall not be considered an event giving rise to Damages or otherwise be subject to indemnification or any other claim against Seller. (iii) the release or discharge Except for (A) any excessive credit transfer amount under Section 6418(g)(2)(A) of the guarantee Code, (B) reasonable attorneys’ fees and other professionals’ fees and all other reasonable and documented costs and expenses incurred by such Subsidiary Guarantor Purchaser in successfully enforcing its rights hereunder, (C) any amount necessary to cover any gross-up and payment of Damages on an After-Tax Basis consistent with Section 7.1(e) and (D) any penalties or interest imposed by a Governmental Authority, the aggregate liability of Seller hereunder shall not exceed the 2024 Tax Credit Agreement or other Indebtedness or Amount; provided, that the guarantee of any other Indebtedness which resulted foregoing limitation shall not apply in the obligation to guarantee the Notes;event of gross negligence, willful misconduct, or fraud by ▇▇▇▇▇▇, as determined by a court of competent jurisdiction by a final and non-appealable judgment. (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under Any Seller indemnification obligation pursuant to this Indenture are discharged in accordance Section 7.1 shall not be paid until a Final Determination is made with the terms of this Indenture; respect to such Purchaser Claim; provided, that upon any Final Determination, such indemnification obligation shall be paid to Purchaser within three (v3) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventBusiness Days.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor (other than RYAM) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of (A) the Credit Agreement and (B) any Capital Markets Indebtedness of RYAM, the Company or any of the other Indebtedness or the guarantee of any other Indebtedness Guarantors which resulted in created the obligation to guarantee the Notes; (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) . The Guarantee of RYAM shall automatically terminate and be of no further force or effect and RYAM shall be automatically released from all obligations under this Article XII upon the occurrence of a Covenant Suspension Event(iii) or (iv) above.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Senior Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon10 upon the sale (including through merger or consolidation) of the Capital Stock where, after such sale, such Guarantor is no longer a Subsidiary of the Company, or all or substantially all the assets, of the applicable Guarantor if: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer sale is made in a manner not in violation of this Indenture;compliance with Section 4.06; and (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary is released from its guarantees, if any, of, and all pledges and security, if any, granted in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of connection with, the Credit Agreement or other Indebtedness or the guarantee of and any other Indebtedness which resulted in of the obligation to guarantee Company or any Subsidiary of the Notes; (iv) Company. A Senior Guarantee also shall be automatically released upon the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement. Upon the release of the guarantee of TRW Automotive Holdings, TRW Automotive Intermediate Holdings or TRW Automotive Luxembourg, as applicable, under the Credit Agreement, the Senior Guarantee of TRW Automotive Holdings (viif any), TRW Automotive Intermediate Holdings (if any) or TRW Automotive Luxembourg, as applicable, shall be released and discharged at such time. In addition, a Senior Guarantee made by any Restricted Subsidiary shall be automatically released if the occurrence Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of a Covenant Suspension Eventthis Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing any such release (in the form provided by the Company).

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. In addition, each Guarantee is subject to the Applicable Guarantee Limitations applicable thereto, if any. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is Guarantor (other than, in the case of clauses (i) and (ii), a party hereto on Guarantee of the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Designated Parent, if any) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Indebtedness under (i) the Credit Agreement and (ii) any Capital Markets Indebtedness of the Designated Parent, any Issuer or any of the other Indebtedness or the guarantee of any other Indebtedness Guarantors which resulted in created the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and. (vic) The Guarantee (if any) of the occurrence Designated Parent will only be released upon (iii) and (iv) above or upon the disposition of all or substantially all of the assets of the Designated Parent in accordance with Section 5.01 in a Covenant Suspension Eventtransaction or series of related transactions that constitutes a Change of Control.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturesuch Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to corporate benefit, unfair preference, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted of a Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (iA) the sale, disposition, exchange or other transfer (including through merger, consolidationamalgamation, amalgamation consolidation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;Indenture and (B) such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under pursuant to Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;, or (v) such Restricted the occurrence of a Covenant Suspension Event. A Subsidiary Guarantee of a Subsidiary Guarantor also shall be automatically released and discharged upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or First Lien Obligations or other exercise of remedies in respect thereof; andthereof pursuant to the Collateral Agency and Intercreditor Agreement. For the avoidance of doubt, any foreclosure or exercise of rights and remedies with respect to Collateral must be carried out in accordance with the Collateral Agency and Intercreditor Agreement. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor that was not obligated to become a Guarantor pursuant to the terms of this Indenture. (vic) The Guarantee of the Parent Guarantor shall terminate and be of no further force or effect and the Parent Guarantor shall be deemed to be automatically released from all obligations under this Article upon: (i) the sale, disposition, exchange or other transfer (including through merger, amalgamation, consolidation or otherwise) of all of the Capital Stock, or all or substantially all of the assets of the Parent Guarantor, if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture, (ii) the Issuer’s exercise of its legal defeasance option or covenant defeasance option as pursuant to Article 8, or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; or (iii) the occurrence of a Covenant Suspension Event. (d) The Parent Guarantor shall not transfer all or substantially all of the Capital Stock of the Issuer to another Person (such transferee, the “Parent Successor”) unless the Parent Successor shall assume all of the obligations of the Parent Guarantor under this Indenture and the Security Documents pursuant to a supplemental indenture, amendment or other documents or instruments; provided that upon the consummation of such a transfer, the Parent Guarantor (as defined prior to the consummation of such transfer) shall be released from the Parent Guarantee and from all other covenants and obligations of Intelsat Luxembourg under this Indenture and the Security Documents.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Subsidiary Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventIssuer.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Intercreditor Agreement or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, [the Credit Agreement] and any other Indebtedness of the Issuer or other exercise any Restricted Subsidiary of remedies the Issuer which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies First-Priority Lien Obligations, subject to, in respect thereofeach case, the application of the proceeds of such foreclosure in accordance with Section 11.04; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) (A) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and (B) such Subsidiary Guarantor being released from its guarantees of, and all pledges and security, if any, granted in violation connection with the Intelsat Credit Agreement, the New Intelsat ▇▇▇▇▇▇▇ Unsecured Credit Agreement and any other Indebtedness of this Indenture;the Issuer or any Restricted Subsidiary of the Issuer, or (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;,” or (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, or (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under pursuant to Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released and discharged upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) . In addition, the occurrence Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.16 hereof. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor that was not obligated to become a Covenant Suspension EventGuarantor pursuant to the terms of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Note Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Note Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Issuer designating such Subsidiary Note Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to the last sentence of Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Note Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Security Documents or the Intercreditor Agreements or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or other exercise any Restricted Subsidiary of remedies the Issuer which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that Guarantor, including if such Subsidiary Guarantor executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee guarantee, shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuers designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) to the extent such Subsidiary Guarantor is also a guarantor or borrower under the Credit Agreement or a guarantor under the First Lien Notes Indenture, (x) the release of its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement and the First Lien Notes Indenture (except a release by or as a result of a payment thereon) as the case may be; provided however, if such Subsidiary Guarantor subsequently becomes a guarantor of Indebtedness under the Credit Agreement or the First Lien Notes Indenture, such Subsidiary Guarantor will be required to guarantee the Notes pursuant to Section 4.11; or (vi) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise Lien in favor of remedies the First Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in accordance with Section 11.04.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that that, after giving effect to all other contingent and fixed liabilities of such 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 Guarantee or pursuant to its contribution obligations under this Indenture, can be guaranteed hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, void or voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge such Guarantor ceasing to guarantee any Indebtedness of the guarantee by such Subsidiary Issuer or a Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation that would require it to guarantee the Notes;become a Guarantor pursuant to Section 4.10; or (iv) the Issuers’ Issuer’s exercise of their the Issuer’s legal defeasance option or covenant defeasance option under Article VIII in accordance with Section 8.01 or if the Issuers’ obligations of the Issuer and such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture; . Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee, the Collateral Agent or the Holders (vor any of them) shall be necessary to effect any such Restricted Subsidiary ceasing release. None of the Trustee, the Issuer or any Guarantor will be required to be make a Subsidiary as a result notation on the Securities or any Guarantee to reflect any such release, termination or discharge. Upon request of any foreclosure the Issuer and delivery by the Issuer to the Trustee of any pledge or security interest securing Bank Indebtedness or other exercise an Officers’ Certificate to the effect that one of remedies in respect thereof; and (vi) the occurrence foregoing requirements has been satisfied and the conditions to the release of a Covenant Suspension EventGuarantor under this Section 10.02(b) has been met, the Trustee will execute any documents reasonably requested by the Issuer or such Guarantor in order to evidence the release of a Guarantor from its obligations under its Guarantee hereunder.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor (other than RYAM) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor to a Person that is not the Company or a Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) in the case of any Guarantee provided after the Issue Date in accordance with the requirements of Section 4.11 by a Restricted Subsidiary that is not an Initial Subsidiary Guarantor, the release or discharge of the guarantee (other than as a result of payment thereon by such Subsidiary Guarantor following a default by the direct obligor of such Indebtedness) by such Guarantor of the Credit Agreement Indebtedness of RYAM, the Company or any of the other Indebtedness or the guarantee of any other Indebtedness Guarantors which resulted in created the obligation to guarantee the Notes;; or (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to . The Guarantee of RYAM shall automatically terminate and be a Subsidiary as a result of any foreclosure of any pledge no further force or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) effect and RYAM shall be automatically released from all obligations under this Article XII upon the occurrence of a Covenant Suspension Event(iv) above.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Senior Subordinated Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Company’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company. A Senior Subordinated Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Company or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term Intermediate Holdings and each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Intermediate Holdings Guarantee and Note Guarantee of Intermediate Holdings or provision such Note Guarantor, as the case may be, not constitute a fraudulent transfer or conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the contrary notwithstandingextent applicable to the Intermediate Holdings Guarantee and any Note Guarantee. To effectuate the foregoing intention, the maximum aggregate amount Trustee, the Holders, Holdings, Intermediate Holdings and the Note Guarantors hereby irrevocably agree that the obligations of the Subsidiary Guaranteed Obligations guaranteed hereunder by Intermediate Holdings and each Subsidiary Note Guarantor shall not exceed be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Intermediate Holdings and such Note Guarantor that can be hereby guaranteed are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Intermediate Holdings and any other Note Guarantor or Holdings in respect of the applicable Subsidiary obligations of Intermediate Holdings or such other Note Guarantor without rendering under this IndentureArticle 10 or Holdings under Article 11, result in the obligations of Intermediate Holdings or such Note Guarantor under the Intermediate Holdings Guarantee and the Note Guarantee, as it relates to such Subsidiary Guarantorthe case may be, not being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally generally. Intermediate Holdings and each Note Guarantor that makes a payment under its Intermediate Holdings Guarantee and Note Guarantee, as the case may be, shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Note Guarantor or capital maintenance Intermediate Holdings, as the case may be, and Holdings in an amount equal to Intermediate Holdings’ or corporate benefit rules applicable to guarantees for obligations such other Note Guarantor’s or Holdings’ pro rata portion of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto such payment based on the date hereof or that executes a supplemental indenture respective net assets of all the Note Guarantors, Intermediate Holdings and Holdings at the time of such payment determined in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventGAAP.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Note Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Note Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock of the applicable Subsidiary Note Guarantor in connection with the Post-Closing CMBS Transaction; (iii) the Issuer designating such Subsidiary Note Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iiiiv) the release or discharge of the guarantee pledge by such Subsidiary Note Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;; and (ivv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII 8 or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Subsidiary Note Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Note Guarantee as to any Parent Note Guarantor shall terminate and be of no further force or effect and such Note Guarantor shall be deemed to be released from all obligations under this Article 11 upon: (i) the Issuer ceasing to be a Wholly Owned Subsidiary of ▇▇▇▇▇▇’▇ Entertainment; (ii) the Issuer’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of ▇▇▇▇▇▇’▇ Entertainment in accordance with Section 5.01 and such transferee entity assumes the Issuer’s obligations under this Indenture; and (viiii) the occurrence Issuer’s exercise of a Covenant Suspension Eventits legal defeasance option or covenant defeasance option under Article 8 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. In addition, the Parent Note Guarantee will be automatically released upon the election of the Issuer and Notice to the Trustee if the guarantee by ▇▇▇▇▇▇’▇ Entertainment of the Credit Agreement, the Retained Notes or any Indebtedness which resulted in the obligation to guarantee the Notes has been released or discharged.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 4.11(b) hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII upon18 upon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation amalgamation, dividend, distribution or otherwise) of the Capital Stock Equity Interests (including any sale, disposition disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation occurrence of any other event following which such Subsidiary Guarantor as an Unrestricted is no longer a Subsidiary in accordance with the provisions a manner not in violation of Section 4.04 and the definition of “Unrestricted Subsidiary”this Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of the Notes Obligations or other exercise of remedies in respect thereof; and, subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in the manner described in the Security Documents; (vi) the occurrence consummation of any transaction permitted by this Indenture as a result of which such Subsidiary Guarantor becomes an Excluded Subsidiary; provided that the Holders of a Covenant Suspension Eventmajority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by this Indenture) and the terms of such consent did not provide otherwise; (vii) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; and (viii) as set forth in Article 10 of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture, in each case other than to Holdings or a Subsidiary of Holdings; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of Holdings or any Restricted Subsidiary of Holdings; (ii) the designation of Holdings designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee all guarantees by such Restricted Subsidiary Guarantor and the repayment of the Credit Agreement or other all Indebtedness or the guarantee and retirement of any other Indebtedness which resulted in the obligation all Disqualified Stock of such Restricted Subsidiary which, if Incurred by such Restricted Subsidiary, would require such Restricted Subsidiary to guarantee the Notes;Notes under Section 4.11, (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option as described under Article VIII Section 8.01 with respect to the Notes, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; and (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies First-Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in the manner described under Section 11.03.

Limitation on Liability. (a) Any term or provision The maximum liability of the Stockholders, on the one hand, and the Purchasers, on the other hand, under this Indenture Section 8.2 shall be limited to the contrary notwithstandingEscrow Amount; provided, however, that nothing herein shall limit the maximum aggregate amount liability of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed Stockholders or the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture Purchasers in accordance connection with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange a claim based on fraud or other transfer intentional misrepresentation (including through merger, consolidation, amalgamation a “Fraud Claim”) or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation Australian Tax Indemnity; provided, further, that claims for Losses related to any breach of the Tax Warranty or the Australian Tax Indemnity may, subject to the limitations on liability set forth in this Section 8.2(c), be made until expiration of the Tax Warranty pursuant to Section 8.1 or the expiration of the Australian Tax Indemnity pursuant to Section 8.2(a), as applicable, notwithstanding the prior release of any remaining portion of the Escrow Amount on the Escrow Termination Date. Notwithstanding the foregoing, neither the Stockholders nor the Purchasers shall be obligated to indemnify the other parties hereto or any of their respective officers, directors or affiliates pursuant to this Section 8.2 unless and until the amount of all Losses incurred by the indemnified party(ies) and its officers, directors and affiliates, taken as a group, exceeds $300,000 in the aggregate (the “Indemnification Threshold”), in which event the indemnifying party(ies) shall indemnify the indemnified party(ies) and its officers, directors and affiliates for all Losses incurred by them in the aggregate from the first dollar of Losses; provided, however, that the Indemnification Threshold shall not apply to (A) any Losses arising from a breach of Section 9.2 hereof regarding the payment of all third party expenses incurred by any Company or any Stockholder, on the one hand, and the Purchasers, on the other hand, in connection with the Acquisition, or (B) the first $250,000 of Losses incurred under the Australian Tax Indemnity, which may be recovered outside of the Escrow Fund (it being understood that any Losses incurred under the Australian Tax Indemnity in excess of $250,000 shall be subject to the Indemnification Threshold and shall be recovered first from the Escrow Fund). In connection with any Losses subject to the proviso of the preceding sentence, the indemnified party(ies) and its officers, directors and affiliates (i) shall be entitled to indemnification for the full amount of any such Subsidiary Guarantor as an Unrestricted Subsidiary Losses without regard to the Escrow Amount and (ii) to seek indemnification for these Losses either against the Escrow Fund in accordance with the indemnification provisions of this Section 4.04 8 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Escrow Agreement or other Indebtedness directly against the indemnifying party(ies), or both. The Stockholders shall not have any right of contribution from any Company with respect to any Loss claimed by the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of Purchasers and their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventrespective officers, directors and affiliates.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturesuch Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to corporate benefit, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Guarantee of a Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (iA) the sale, disposition, exchange exchange, or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of the Capital Stock (including any sale, disposition disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of this Indenture;Indenture and (B) such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under pursuant to Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;, or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.Covenant

Limitation on Liability. (a) Any term Intermediate Holdings and each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Intermediate Holdings Guarantee and Note Guarantee of Intermediate Holdings or provision such Note Guarantor, as the case may be, not constitute a fraudulent transfer or conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the contrary notwithstandingextent applicable to the Intermediate Holdings Guarantee and any Note Guarantee. To effectuate the foregoing intention, the maximum aggregate amount Trustee, the Collateral Agent, the Holders, Holdings, Intermediate Holdings and the Note Guarantors hereby irrevocably agree that the obligations of the Subsidiary Guaranteed Obligations guaranteed hereunder by Intermediate Holdings and each Subsidiary Note Guarantor shall not exceed be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Intermediate Holdings and such Note Guarantor that can be hereby guaranteed are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Intermediate Holdings and any other Note Guarantor or Holdings in respect of the applicable Subsidiary obligations of Intermediate Holdings or such other Note Guarantor without rendering under this IndentureArticle 10 or Holdings under Article 11, result in the obligations of Intermediate Holdings or such Note Guarantor under the Intermediate Holdings Guarantee and the Note Guarantee, as it relates to such Subsidiary Guarantorthe case may be, not being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally generally. Intermediate Holdings and each Note Guarantor that makes a payment under its Intermediate Holdings Guarantee and Note Guarantee, as the case may be, shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Note Guarantor or capital maintenance Intermediate Holdings, as the case may be, and Holdings in an amount equal to Intermediate Holdings’ or corporate benefit rules applicable to guarantees for obligations such other Note Guarantor’s or Holdings’ pro rata portion of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto such payment based on the date hereof or that executes a supplemental indenture respective net assets of all the Note Guarantors, Intermediate Holdings and Holdings at the time of such payment determined in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventGAAP.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of prohibited by this Indenture;, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 4A.04 or Section 4B.04, as applicable, and the definition of “Unrestricted Subsidiary,”; (iii) the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other Indebtedness or any Restricted Subsidiary of the guarantee of any other Indebtedness Company, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or any other Indebtedness which has resulted in the obligation to guarantee the Securities or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Issuers or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture Guaranty to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureGuaranty, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to The Obligations of any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof Guarantor under this Guaranty will be automatically and provides a guarantee shall terminate unconditionally released and be of discharged and no further force action by such Guarantor, any Guaranteed Creditor or effect the Administrative Agent is required for the release and discharge of such Subsidiary Guarantee shall be deemed Guarantor’s obligations hereunder, (A) when such Guarantor ceases to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of a transaction permitted under the Credit Agreement (or a transaction that has been approved in writing by the Required Lenders or all Lenders, as applicable, if required by Section 9.10 of the Credit Agreement) or (ii) a guarantor of Indebtedness under the 6% Indenture (including any foreclosure refinancings thereof) or (B) upon termination of the Commitments and the principal of and interest on the Obligations and all other amounts payable by the Company and the Co-Borrower under the Credit Agreement have been paid in full; provided that if at any time any payment of any pledge Obligation as described in this clause (B) is rescinded or security interest securing Bank Indebtedness must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of a Loan Party or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) In addition to the initial Guarantors, other Subsidiaries may become Guarantors after the Closing Date, as provided in the Credit Agreement. The Obligations of the Guarantors will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventconsiderations under applicable law.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without (i) rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer transfer, or similar laws affecting the rights of creditors generally or (ii) resulting in a breach of capital maintenance or rules, corporate benefit rules rules, financial assistance rules, fraudulent preference rules, thin capitalization laws, retention of title claims, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles limiting the ability of any Foreign Subsidiary to guarantees for obligations provide a Subsidiary Guarantee or that require that the guarantee be limited by an amount or scope or otherwise; provided that if a guarantee by an Australian Guarantor is limited by reason of affiliatessection 260A of the Australian Corporations Act, then such Australian Guarantor will use its commercially reasonable efforts to undertake a financial assistance whitewash pursuant to section 260B of the Australian Corporations Act within 50 Business Days of such limitation arising. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or on the Escrow Release Date or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation amalgamation, dividend, distribution or otherwise) of the Capital Stock (including any sale, disposition disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is not made to any of the Parent, the Issuers or a Restricted Subsidiary and is made in a manner not in violation of this Indenture; (ii) (i) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”Subsidiary or (ii) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; provided that such release was not due to the enforcement of a guarantee of the Credit Agreement or such other Indebtedness; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Secured Indebtedness or other exercise of remedies in respect thereof; (vi) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Parent, any Issuer or another Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; and (vivii) as set forth in Article IX of this Indenture. (c) The Parent Guarantee shall terminate and be of no further force or effect and such Guarantee shall be deemed to be automatically released from all obligations under this Article XII upon any of the following: (i) the occurrence Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (ii) upon the merger, amalgamation or consolidation of the Parent with and into any Guarantor that is a Covenant Suspension Eventdirect or indirect parent of both Issuers and becomes the Successor Company with respect to Parent or upon the liquidation or dissolution of Parent, in each case, in a manner not in violation of this Indenture; and (iii) as set forth in Article IX of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Note Guarantor without rendering this Indenturethe Note Guarantee, as it relates to such Subsidiary Note Guarantor, voidable under applicable law relating to fraudulent conveyance or conveyance, fraudulent transfer transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Note Guarantor shall terminate and release and be of no further force or effect and such Subsidiary Guarantee Note Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i1) the sale, disposition, exchange a sale or other transfer disposition (including through by way of consolidation or merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition of such Guarantor or other transfer following which the applicable Subsidiary Guarantor is no longer of a Restricted Subsidiary), Person who holds all of the applicable Subsidiary Capital Stock of such Guarantor, such that the Guarantor if such saledoes not remain a Subsidiary, dispositionor the sale or disposition of all or substantially all the assets of the Guarantor, exchange or other transfer is made in a manner not in violation of each case, otherwise permitted by this Indenture;, (ii2) defeasance or discharge of the designation of such Subsidiary Guarantor Notes, as an Unrestricted Subsidiary provided in Article 8, (3) in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;Agreed Security Principles, or (iii4) so long as no Event of Default has occurred and is continuing, to the release extent that such Guarantor (i) is unconditionally released and discharged from its liability with respect to the Revolving Credit Agreement (other than pursuant to the repayment and discharge thereof) and (ii) does not guarantee any other Credit Facility or discharge Public Debt. In all cases, the Issuers and such Note Guarantors that are to be released from their Note Guarantees shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel certifying compliance with this Section 10.02(b). At the request of the guarantee by Issuers, the Trustee shall execute and deliver an appropriate instrument evidencing such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted release (in the obligation to guarantee the Notes; (iv) form provided by the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event).

Limitation on Liability. (a) Any term Each Guarantor, and by its acceptance of Notes, each holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or provision conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. Notwithstanding anything to the contrary notwithstandingcontained in this Indenture, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar such foregoing laws and any other laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII ‎Article 10 upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary such Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the sale or other disposition of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary if such sale or other disposition is made in a manner not in violation of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Issuer or another Guarantor; (iv) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iiiv) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; andor (vi) upon such Guarantor no longer being required to guaranty the occurrence of a Covenant Suspension Eventobligations under the Credit Agreement.

Limitation on Liability. (a) Any term Each Guarantor, and by its acceptance of Notes, each holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or provision conveyance for purposes of this Indenture Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. Notwithstanding anything to the contrary notwithstandingcontained in this Indenture, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar such foregoing laws and any other laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII X upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary such Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the sale or other disposition of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary if such sale or other disposition is made in a manner not in violation of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Issuer or another Guarantor; (iv) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;; or (iiiv) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;[Reserved], and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Subsidiary Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary ceasing of the Issuer. A Subsidiary Guarantee also shall be automatically released if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer which results in the obligation to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) guarantee the occurrence of a Covenant Suspension EventSecurities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof Issue Date or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness in favor of the First-Priority Obligations or other exercise of remedies in respect thereof; and, subject to, in each case, the application of proceeds of such foreclosure or exercise of remedies in the manner described in the Security Documents or the First Lien Intercreditor Agreement; (vi) the occurrence of a Covenant Suspension Event; and (vii) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Restricted Subsidiary or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee Note Guaranty as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 4A.04 or Section 4B.04, as applicable, and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4A.11 or Section 4B.11, as applicable, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guaranty also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Intercreditor Agreement or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or other exercise any Restricted Subsidiary of remedies the Company which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture, in each case other than to Holdings or a Subsidiary of Holdings; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of Holdings or any Restricted Subsidiary of Holdings; (ii) the designation of Holdings designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee all guarantees by such Restricted Subsidiary Guarantor and the repayment of the Credit Agreement or other all Indebtedness or the guarantee and retirement of any other Indebtedness which resulted in the obligation all Disqualified Stock of such Restricted Subsidiary which, if Incurred by such Restricted Subsidiary, would require such Restricted Subsidiary to guarantee the Notes;Notes under Section 4.11, (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII Section 8.01 with respect to the Notes, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;, and (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise in favor of remedies First-Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in the manner described under Section 11.03.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon:X upon (i) (i1) the sale, disposition, exchange merger or consolidation of such Guarantor with or into any Person other transfer than the Issuer or a Subsidiary or Affiliate of the Issuer where such Guarantor is not the surviving entity of such consolidation or merger or (including through merger, consolidation, amalgamation 2) the sale by the Issuer or otherwiseany Subsidiary of the Issuer (or any pledgee of the Issuer) of the Capital Stock (including Stock, or all or substantially all the assets, of any Guarantor that is a Subsidiary of the Issuer, where, after such sale, disposition or other transfer following which the applicable Subsidiary such Guarantor is no longer a Restricted SubsidiarySubsidiary of the Issuer; PROVIDED, HOWEVER, that each such merger, consolidation or sale (or, in the case of a sale by such a pledgee, the disposition of the proceeds of such sale) shall comply with Sections 4.06 and 5.01(b), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation failure of such any Guarantor that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Issuer to remain a Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary Issuer as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and PROVIDED, HOWEVER, that such Guarantor shall also be released from its guarantees of the Credit Agreement and that all pledges and security interests granted in connection with the Credit Agreement shall be terminated or (viiii) the occurrence release of any Guarantor from its guarantees of, and the termination of all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer in respect of which such Guarantor has provided a Covenant Suspension Eventguarantee. At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to corporate benefit, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII upon: (iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not compliance with this Indenture and (B) such Subsidiary Guarantor being released from its guarantees of, and all pledges and security, if any, granted in violation connection with the Intelsat Credit Agreement, the New Intelsat ▇▇▇▇▇▇▇ Unsecured Credit Agreement and any other Indebtedness of this Indenture;the Issuer or any Restricted Subsidiary of the Issuer, or (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;,” or (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;, or (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under pursuant to Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Guarantee also shall be automatically released and discharged upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) . In addition, the occurrence Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.16 hereof. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor that was not obligated to become a Covenant Suspension EventGuarantor pursuant to the terms of this Indenture.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 12 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of all the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Escrow Release Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Issuer or other any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Issuer’s exercise of their legal defeasance option or covenant its defeasance option under Article VIII 8, or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Subsidiary Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Subsidiary Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Security Documents or the Intercreditor Agreement or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or other exercise any Restricted Subsidiary of remedies the Issuer which results in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventobligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture, in each case other than to the Company or a Subsidiary of the Company or Holdings; provided, however, that such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company; (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee all guarantees by such Restricted Subsidiary Guarantor and the repayment of the Credit Agreement or other all Indebtedness or the guarantee and retirement of any other Indebtedness which resulted in the obligation all Disqualified Stock of such Restricted Subsidiary which, if Incurred by such Restricted Subsidiary, would require such Restricted Subsidiary to guarantee the Notes;Notes under Section 4.11; or (iv) the Issuers’ Company’s exercise of their the Company’s legal defeasance option or covenant defeasance option under Article VIII in accordance with Section 8.01 or if the Issuers’ obligations of such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. Notwithstanding the foregoing, the Sellers and the Partners shall not be obligated to indemnify Peregrine, any wholly-owned subsidiary of Peregrine deemed a "Buyer" hereunder, or any of their officers, directors, agents, and Affiliates, pursuant to this Section 10.2 unless and until the amount of all Losses (aexcluding Employment Losses) Any term incurred by Peregrine, any other Buyer, or provision their respective officers, directors, agents, and Affiliates taken as a group, exceeds $100,000 in the aggregate, in which event the Sellers and the Partners shall jointly and severally indemnify, pursuant to this Section 10.2, Peregrine, any wholly-owned subsidiary of Peregrine deemed a "Buyer" hereunder, and their respective officers, directors, agents, and Affiliates, for all Losses incurred by them in the aggregate from the first dollar of Losses. Except for any willful or fraudulent breach of the representations, warranties or covenants contained herein, the parties agree that the sole and exclusive recourse of Peregrine, any other Buyer, or any of their respective officers, directors, agents, or Affiliates against the Sellers and the Partners for any loss or claim of loss arising out of or relating to this Agreement shall be expressly limited to the indemnification provisions of this Indenture to Article X; PROVIDED, HOWEVER, that the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount parties acknowledge and agree that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made Buyer's recourse for Employment Losses shall be as set forth in a manner not in violation of this Indenture; Section 7.15; (ii) claims against the designation of such Subsidiary Guarantor Employment Escrow Fund shall be an exclusive remedy for Employment Losses but only for so long as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 Employment Escrow Fund is not depleted, after which Buyer may make claims against the Partners and the definition of “Unrestricted Subsidiary”; Sellers pursuant to Section 7.15; (iii) claims against the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; General Escrow Fund shall be an exclusive remedy for General Losses (as defined herein); and (iv) claims against the Issuers’ exercise General Escrow Fund shall be an exclusive remedy for Losses resulting from any inaccuracy or breach of the Title Warranties ("TITLE LOSSES"), Losses resulting from any inaccuracy or breach of the Tax Warranties ("TAX LOSSES"), or Losses resulting from any ▇▇▇▇ Claim ("▇▇▇▇ LOSSES") but, in each case, only for so long as the General Escrow Fund is not depleted, after which Buyer may make claims against the Partners and the Sellers pursuant to this Article X. For purposes of this Agreement, "GENERAL LOSSES" shall include all Losses other than Tax Losses, Title Losses, Employment Losses, and ▇▇▇▇ Losses. The Sellers and the Partners shall not, in any event, be required to indemnify Peregrine, any wholly-owned subsidiary of Peregrine deemed a Buyer hereunder, or any of their legal defeasance option respective officers, directors, agents or covenant defeasance option under Article VIII Affiliates for any consequential or if punitive damages, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity relating to the Issuers’ obligations under this Indenture are discharged in accordance with the terms breach or alleged breach of this Indenture; Agreement. In no event shall the Sellers and Partners be required to indemnify Peregrine, any wholly owned subsidiary of Peregrine deemed a "Buyer" hereunder, or any of their respective officers, directors, agents or Affiliates for cumulative Losses (vincluding Losses previously recovered) such Restricted Subsidiary ceasing to be a Subsidiary as a result in excess of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event$13,000,000.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of prohibited by this Indenture, in each case other than to the Company, Holdings or a Guarantor; provided, however, that such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company; (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee all guarantees by such Restricted Subsidiary Guarantor and the repayment of the Credit Agreement or other all Indebtedness or the guarantee and retirement of any other Indebtedness which resulted in the obligation all Disqualified Stock of such Restricted Subsidiary which, if Incurred by such Restricted Subsidiary, would require such Restricted Subsidiary to guarantee the Notes;Notes under Section 4.11; or (iv) the Issuers’ Company’s exercise of their the Company’s legal defeasance option or covenant defeasance option under Article VIII in accordance with Section 8.01 or if the Issuers’ obligations of such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) upon repayment in full of the Notes; (ii) in connection with any sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation by merger or otherwise) of the Capital Stock (including any sale, disposition or other transfer following of the Subsidiary Guarantor after which the applicable such Subsidiary Guarantor is no longer a Restricted Subsidiary), Subsidiary if the sale of such Capital Stock complies with the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation provisions of this IndentureIndenture and the Priority Lien Security Documents; (iiiii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with to the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee extent permitted by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notesthis Indenture; (iv) if the Issuers’ exercise of their legal defeasance Issuer exercises its Legal Defeasance option or covenant defeasance its Covenant Defeasance option as described under Article VIII Section 8.01 or if the Issuers’ its obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted a liquidation or dissolution of the Subsidiary ceasing to be a Subsidiary Guarantor so long as no Default occurs as a result of any foreclosure of any pledge thereof, if its assets are distributed to the Issuer, the Parent Guarantor or security interest securing Bank Indebtedness or other exercise of remedies in respect thereofanother Subsidiary Guarantor; andor (vi) in the event that the continued obligations of such Subsidiary Guarantor could reasonably be expected to rise or result in (now or in the future): (a) any violation of applicable law or (b) any personal liability for the officers, directors or indirect shareholders of such Subsidiary Guarantors, which in each case of (a) or (b) cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor and the Subsidiary Guarantor. (c) Upon any occurrence giving rise to a release of a Covenant Suspension EventSubsidiary Guarantee as specified in Section 12.02(b), if the Issuer shall have delivered to the Trustee and the Priority Lien Collateral Trustee in accordance with Section 14.04 an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder, then the Trustee and the Priority Lien Collateral Trustee will execute any documents reasonably requested and prepared by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Subsidiary Guarantee and the applicable Subsidiary Guarantor’s obligations under this Indenture. Neither the Issuer, the Parent Guarantor nor any Subsidiary Guarantor will be required to make a notation on the Notes to reflect any Subsidiary Guarantee or any such release, termination or discharge.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor ) if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of prohibited by this Indenture, in each case other than to the Issuer, Intermediate Holdings or a Subsidiary Guarantor; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;; or (iii) the release or discharge Issuer’s exercise of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their Issuer’s legal defeasance option or covenant defeasance option under Article VIII in accordance with Section 8.01 or if the Issuers’ obligations of such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: X upon (i) the salemerger or consolidation of such Subsidiary Guarantor with or into any Person, disposition, exchange (ii) the sale by the Company or other transfer any Subsidiary of the Company (including through merger, consolidation, amalgamation or otherwiseany pledgee of the Company) of the Capital Stock of such Subsidiary Guarantor or (including any iii) the sale of substantially all the assets of such Subsidiary Guarantor, where, after such merger, consolidation or sale, disposition or other transfer following which the applicable such Subsidiary Guarantor is no longer a Restricted Subsidiary), Subsidiary of the applicable Subsidiary Guarantor if Company; provided, however, that each such merger, consolidation or sale (or, in the case of a sale by such a pledgee, the disposition of the proceeds of such sale) shall comply with Section 4.06 and Section 5.01(b). In addition, dispositionat any time that Bank Indebtedness is outstanding, exchange or other transfer if any Subsidiary of the Company is made released from its Guarantee of, and all pledges and security interest granted in a manner not in violation of this Indenture; (ii) connection with, the designation of Credit Agreement, then such Subsidiary Guarantor as an shall, at the option of the Company, be released and relived of any obligations under its Subsidiary Guarantee. A Subsidiary Guarantee by a Subsidiary of the Company will be automatically released upon (x) such Subsidiary being designated and Unrestricted Subsidiary in accordance compliance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; or (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (vy) such Restricted Subsidiary ceasing to be a Subsidiary of the Company as a result of any foreclosure of on any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and thereof if such Subsidiary is released from its Guarantee of, and all pledges and security interests granted in connection with, the Credit Agreement, unless such Subsidiary remains a guarantor of the Company's 8 3/4% Senior Notes or any Subordinated Obligations. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release (vi) in the occurrence of a Covenant Suspension Eventform provided by the Company).

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuer designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee pledge by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness (including the Existing Second Lien Notes) or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes;; and (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted . A Note Guarantee as to any Subsidiary also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) The Parent Guarantee shall terminate and be of no further force or effect and the Parent Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the Issuer ceasing to be a Wholly Owned Subsidiary of Caesars Entertainment; (ii) the Issuer’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly Owned Subsidiary of Caesars Entertainment in accordance with Section 5.01 and such transferee entity assumes the Issuer’s obligations under this Indenture; and (viiii) the occurrence Issuer’s exercise of a Covenant Suspension Eventits legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. In addition, the Parent Guarantee will be automatically released upon the election of the Issuer and Notice to the Trustee if the guarantee by Caesars Entertainment of the Credit Agreement, the Retained Notes or any Indebtedness which resulted in the obligation to guarantee the Notes has been released or discharged.

Limitation on Liability. (a1) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or transfer at undervalue or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b2) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically and unconditionally released from all obligations under this Article XII uponupon any of the following: (ia) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation amalgamation, dividend, distribution or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which of the applicable Subsidiary Guarantor if after such transaction the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor and if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (iib) (i) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”” or (ii) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture; provided that, no such release will occur if such Subsidiary Guarantor continues to be a guarantor under the Term Loan Credit Agreement; (iiic) the release or discharge of the guarantee by by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the Term Loan Credit Agreement or other Indebtedness or the guarantee of any other Parity Lien Indebtedness which resulted in the obligation to guarantee the Notes, other than (i) a release or discharge by or as a result of payment in connection with an enforcement of remedies under such guarantee or direct obligation, but only if the Liens on the Collateral of such Subsidiary Guarantor are also substantially concurrently released pursuant to the terms of this Indenture and (ii) a release or discharge by or as a result of payment under or the termination or repayment of the Term Loan Credit Agreement or such other Parity Lien Indebtedness; (ivd) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with the terms of this Indenture; (ve) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; thereof in accordance with the Intercreditor Agreements; (f) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; (g) as described under Article IX: and (vih) (i) such Subsidiary Guarantor becoming an Immaterial Subsidiary or (ii) such Subsidiary Guarantor becoming an Excluded Subsidiary (other than pursuant to clause (a) of the occurrence definition thereof as a result of a Covenant Suspension Eventtransfer of the Equity Interests of such Subsidiary to an Affiliate of the Issuer) ; provided that, no such release will occur if such Subsidiary continues to be a guarantor under the Term Loan Credit Agreement. (3) To the extent the Issuer requests evidence of release of a Subsidiary Guarantor pursuant to this Section 12.02 from the Trustee, the Issuer shall deliver an Officer’s Certificate to the Trustee with respect to such release. (4) The Guarantee of Holdings will be released if the Issuer exercises its legal defeasance option or covenant defeasance option as set forth in Section 8.01(2), if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture as set forth in Section 8.01 or through redemption or repurchase of all the Notes or otherwise) in accordance with the terms of this Indenture or if there is a release or discharge of such Guarantee by, or direct obligation of, Holdings of the Obligations under the Credit Agreements, except by reason of payment under or the termination or repayment of the Credit Agreements or a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount (after giving effect to all guarantees by it of Senior Debt) that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureIndenture or the Guarantees, as it relates they relate to such Subsidiary Guarantor, voidable subject to avoidance under applicable law relating to fraudulent conveyance provisions of the United States Bankruptcy Code or fraudulent transfer or similar laws affecting the rights other comparable provision of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliateslaw. (b) A The Guarantee of a Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and Guarantor will be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII uponreleased: (i) the sale, disposition, exchange or in connection with any sale of other transfer (including through merger, consolidation, amalgamation or otherwise) disposition of all of the Capital Stock (including any sale, disposition or other transfer following which the applicable of such Subsidiary Guarantor is no longer to a Restricted Subsidiary)Person other than Parent or any of its Subsidiaries, of if the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenturesale complies with Section 4.06; (ii) in connection with the designation sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, including by way of merger, consolidation or otherwise, to a Person other than Parent or any of its Subsidiaries, if the sale or disposition complies with Section 4.06; (iii) if (A) the Subsidiary Guarantor’s guarantee of the Credit Agreement is released or such release is authorized under the Credit Agreement and the administrative agent under the Credit Agreement has agreed to release such guarantee subject only to, and promptly following, the release of such Subsidiary Guarantor’s Guarantee or (B) the Indebtedness that resulted in the creation of such Guarantee is released or discharged (other than by reason of payment under such Guarantee); or (iv) if the Issuers designate such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with Section 4.17. Notwithstanding the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; foregoing, if any Subsidiary Guarantor is released from its Guarantee pursuant to paragraph (b)(i), (ii) or (iii) the release or discharge of the guarantee by above, and such Subsidiary Guarantor is not released from its guarantee of the Credit Agreement or other Indebtedness or within 20 days after the guarantee release of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations its Guarantee, then such Subsidiary Guarantor shall immediately provide a Guarantee under this Indenture are discharged in accordance with until such Subsidiary Guarantor’s guarantee under the terms of this Indenture;Credit Agreement is released. (vc) such Restricted Subsidiary ceasing The Guarantee of Parent may be released at any time after the Offerings at the option of the Issuers and Parent without the consent of Holders by delivery of notice of release to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension EventTrustee.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) the occurrence of a Covenant Suspension Event; and (vi) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Subsidiary Guaranteed Obligations obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by (after giving effect to all its Guarantees of Indebtedness under the applicable Subsidiary Guarantor New Credit Facility) without rendering this Indenture, as it relates to such Subsidiary any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary This Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: upon (i) the sale, disposition, exchange or other transfer designation (including through merger, consolidation, amalgamation or otherwise) of in accordance with the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation provisions of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; or (iiiii) the release sale or discharge other disposition of all of the guarantee by assets of such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; , by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor then held by the Company and its Restricted Subsidiaries; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.06, to the extent such Section is applicable 114 106 to such disposition, or (viii) the sale or other disposition of Capital Stock of any Subsidiary Guarantor if (A) as a result of such Restricted Subsidiary ceasing disposition, such Person ceases to be a Subsidiary as a result of the Company and (B) the Net Proceeds of such sale are applied in accordance with Section 4.06, to the extent such Section is applicable to such disposition. If the Security Guarantee of any foreclosure Subsidiary Guarantor terminates pursuant to the foregoing provisions, such Person shall cease to be a Subsidiary, a Guarantor or otherwise a party to this Indenture and, upon request by the Company, the Trustee shall execute appropriate instruments acknowledging such termination and the release of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Eventsuch Person from its obligations hereunder.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ Company’s exercise of their legal its defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Company or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee or this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be automatically released from all obligations under this Article XII uponupon any of the following: (i) the sale, disposition, exchange or other transfer (other than to an Issuer or a Subsidiary Guarantor) (including through merger, consolidation, amalgamation amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of the Capital Stock (including any sale, disposition disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) (1) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”Subsidiary or (2) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the First Lien Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) the occurrence of a Covenant Suspension Event; and (vi) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness First Priority Lien Obligations and Second Priority Lien Obligations or other exercise of remedies in respect thereof; (vii) upon the merger, amalgamation, or consolidation of such Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; and (viviii) the occurrence of a Covenant Suspension Eventas described under Article IX.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII 11 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), ) of the applicable Subsidiary Guarantor if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;, (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”; (iii) in the case of any Restricted Subsidiary that after the Closing Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of Indebtedness of the Credit Agreement Company or other any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or the guarantee of any other Indebtedness Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes;Securities, and (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option options under Article VIII 8, or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; . In the case of clause (vb)(i) above, such Guarantor shall be released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers. A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the occurrence Credit Agreement and any other Indebtedness of a Covenant Suspension Eventthe Issuers or any Restricted Subsidiary of the Company which results in the obligation to guarantee the Securities.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Note Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that Guarantor, including if such Subsidiary Guarantor executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee guarantee, shall terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of Issuers designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise Lien in favor of remedies the First Priority Lien Obligations, subject to, in respect thereof; and (vi) each case, the occurrence application of a Covenant Suspension Eventthe proceeds of such foreclosure in accordance with Section 11.04.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this IndentureIndenture or the Guarantee, as it each relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be released and discharged from all obligations under this Article XII 10 upon: (i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of all of the Capital Stock (including any saleof such Guarantor, disposition all or other transfer following which substantially all the applicable Subsidiary assets of such Guarantor or a portion of the Capital Stock of such Guarantor if as a result thereof such Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor in each case if such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture; (ii) the designation of Company designating such Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with the provisions of set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary Guarantor of the Credit Agreement Indebtedness of the Company or other Indebtedness or the guarantee of any other Indebtedness its Domestic Subsidiary which resulted in the obligation to guarantee the NotesSecurities or the repayment of the Indebtedness of the Company or its Domestic Subsidiary which resulted in the obligation to guarantee the Securities; (iv) the Issuers’ Company’s exercise of their its legal defeasance option or covenant defeasance option as described under Article VIII Section 8.01 or if the Issuers’ Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (v) upon the liquidation or dissolution of such Restricted Guarantor, provided no Default or Event of Default has occurred or is continuing. (c) A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness Credit Agreement or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.

Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Subsidiary Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenturethe Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantee Guarantor shall be deemed to be automatically released from all obligations under this Article XII X upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; (iv) the Issuers’ Issuer’s exercise of their its legal defeasance option or covenant defeasance option under Article VIII or if the Issuers’ Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;; or (viv) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Credit Facility Indebtedness or other exercise of remedies in respect thereof; and (vi) the occurrence of a Covenant Suspension Event.