Common use of Release of Subsidiary Guarantees Clause in Contracts

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities and Capital Markets Securities and is not a borrower under the Senior ABL Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities or Capital Markets Securities and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding In the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, event (i) concurrently with any of a sale or other disposition of all or substantially all of the assets of any Guarantor, (including by merger way of merger, consolidation or otherwise) ), or a sale or other disposition of all or a majority of the capital stock of any Subsidiary Guarantor Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or any interest therein other Guarantor, (ii) a Guarantor does not, or ceases to, guarantee or be an obligor of Indebtedness for borrowed money of the Company or any other Restricted Subsidiary (other than the Securities) or any refinancing thereof, (iii) the exercise by the Company of its option under Section 401 to have either Section 402 or 403 or Section 1201 applied to all Outstanding Securities in accordance with the terms of this Indenture set forth in Article Four (including with respect to Sections 402 or 403) or Article Twelve (with respect to Section 411 and Section 5011201) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companyhereof, (iiiv) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment the designation by the Company of any Bank Indebtedness Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 1018 hereof or (v) the liquidation, winding up or dissolution of any Guarantor, then such Guarantor (upon the Company occurrence of an event described in clauses (other than by reason of payment under such Guarantees of Bank Indebtednessii), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation), (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, or (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indentureparagraph) or the corporation acquiring the property (upon the occurrence of an event described in clause (i) of this paragraph) will be automatically and unconditionally released and relieved of any obligations under its Guarantee. In addition, or (vi) subject to Section 1302(b), upon concurrently with the payment in full of all of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In additionobligations under this Indenture, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to Guarantors shall be unconditionally released from all and relieved of their obligations under this Article Thirteen. Any Guarantor not released from its obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate remain liable for the full amount of principal of and be discharged interest on the Securities and for the other obligations of no further force or effect. Upon any such occurrence specified Guarantor under this Indenture as provided in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary GuaranteeArticle Thirteen.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any such Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 408 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or substantially concurrently with the release of the subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facility and any applicable Refinancing Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 410), (iii) upon the merger or consolidation of any such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any such Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) at any time after the Termination Date, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing, or (viii) upon a Subsidiary Guarantor becoming (or substantially concurrently with it becoming) a Special Purpose Subsidiary, or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, it will become a Special Purpose Subsidiary. In addition, the Company will have the right, upon 30 10 days’ written notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under a Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) by or (y) pursuant to an enforcement action in accordance with the Company or a Restricted Subsidiaryterms of any intercreditor agreement, in each case, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the ABL Facility (and, if applicable, released from all of its obligations as a borrower under the ABL Facility and as a primary obligor or guarantor in respect of any other than by reason then outstanding Material Indebtedness), except in the case of a release as a result of payment under the relevant Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant described under Section 414, (vi) upon Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has is not guaranteed payment by a primary obligor or guarantor under the Company of ABL Facility or any Bank other then outstanding Material Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities and any Refinancing Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) at any time after the Termination Date, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Guarantor with such non-Guarantor being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all its assets to a non-Guarantor Subsidiary, (vi) with respect to HERC, at the option of the Company at any time when no Event of Default has occurred and is continuing, (vii) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (viviii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ written notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtedness)Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414 , (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon: (A) the occurrence of any sale, exchange, transfer or other disposition (by merger, amalgamation, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, transfer or other disposition after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or of all or substantially all of the assets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (to the extent such provisions are required to be satisfied as of the date of the transaction); (B) the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facility (including by reason of the termination of the Senior Credit Facility), except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall thereupon terminate and also be discharged and of no further force or effect, reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Notes pursuant to this Indenture); (iC) concurrently with any sale or disposition (by merger or otherwise) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.17; or (D) the Company exercising its Legal Defeasance option or any interest therein Covenant Defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.; and

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than under the Senior Credit Facility, including by reason of payment under ceasing to be a borrower thereunder on a joint and several basis with the Company (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Note Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Note Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130210.02, Subsidiary Guarantees will shall be subject to termination and discharge under the circumstances described in this Section 1303: 10.03. Any Subsidiary Guarantor will shall automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, : (i) concurrently with any sale direct or indirect sale, transfer or other disposition (by merger merger, consolidation or otherwise) of any such Subsidiary Guarantor or any interest therein (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) 4.06 by the Company or a Restricted SubsidiarySubsidiary or (y) pursuant to an enforcement action in accordance with the terms of the Intercreditor Agreements, in each case following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, ; (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company (including any Guarantee) in respect of any Bank Indebtedness of under the Company Senior Term Facility (other than by reason of payment under and any Refinancing Indebtedness in respect thereof) and any capital market Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtednessobligation is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10), ; (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, ; (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10); (vi) upon the Company’s obligations, exercise of its legal defeasance option or satisfaction and discharge of its covenant defeasance option or if the Company’s obligations under this Indenture, or Indenture are discharged pursuant to Article 8; and (vivii) subject to Section 1302(b)8.06, upon payment in full of the aggregate principal amount of all Notes then Outstanding outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will shall have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment Incurred (including by Guarantee) any Indebtedness under the Company of Senior Term Facility (or any Bank Refinancing Indebtedness of the Company in respect thereof) or any such capital market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 10.03, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee, subject to receipt of an Officer’s Certificate and Opinion of Counsel.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities and Capital Markets Securities and is not a borrower under the Senior ABL Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities or Capital Markets Securities and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities and Capital Markets Securities and is not a borrower under the Senior ABL Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1301(b)(iii) and Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities or Capital Markets Securities and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon: (A) the occurrence of any sale, exchange, transfer or other disposition (by merger, amalgamation, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, transfer or other disposition after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or of all or substantially all of the assets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (to the extent such provisions are required to be satisfied as of the date of the transaction); (B) the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facility (including by reason of the termination of the Senior Credit Facility), except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall thereupon terminate and also be discharged and of no further force or effect, reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Notes pursuant to this Indenture); (iC) concurrently with any sale or disposition (by merger or otherwise) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.17; or (D) the Company exercising its Legal Defeasance option or any interest therein Covenant Defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture Indenture; and (including Section 411 and Section 5012) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice delivering to the TrusteeTrustee an Officers’ Certificate and an Opinion of Counsel, to cause any Subsidiary Guarantor each stating that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified conditions precedent provided for in this paragraph, the Trustee shall execute any documents reasonably required in order Indenture relating to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guaranteetransaction and/or release have been complied with.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, from and after the Escrow Release Date, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) by or (y) pursuant to an enforcement action in accordance with the Company or a Restricted Subsidiaryterms of any intercreditor agreement, in each case, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at on the substantially concurrent release, discharge or termination of (x) the Guarantee by such Subsidiary Guarantor under the Senior Credit Facilities and (y) if applicable, all of its obligations as a borrower under the ABL Facility and as a primary obligor or guarantor in respect of any time other then outstanding Material Indebtedness, in each case other than a release, discharge or termination resulting from payment under the relevant Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee or obligation is reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtednesswould then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant described under Section 414, (vi) upon Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has is not guaranteed payment by the Company of a primary obligor or guarantor under any Bank Indebtedness of the Company Senior Credit Facilities or any other then outstanding Material Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with (or any other transaction) not prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than by reason and, if applicable, its obligations as a borrower under the Senior ABL Facility), except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any refinancings or replacements thereof in the form of long-term senior secured Indebtedness) and (y) after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant defeasance described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to release, termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition of, or other transaction with respect to, the Capital Stock of such Subsidiary Guarantor (including, in each case, by merger merger, amalgamation, consolidation, business combination or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms a manner not in violation of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations as borrower, issuer or guarantor under all of its Guarantees of the applicable Credit Facility or such Capital Markets Indebtedness, in each case, which created such Subsidiary Guarantor’s obligation to Guarantee payment by the Company of any Bank Indebtedness of the Company Notes (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release and that if any such Guarantees of Bank Indebtednessobligation as borrower, issuer or guarantor is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the transfer of all or substantially all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary or upon such Subsidiary Guarantor ceasing to constitute a Domestic Subsidiary of the Company or becoming an Unrestricted Excluded Subsidiary, or (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject Indenture pursuant to Section 1302(b), upon payment in full 1101 or of the aggregate principal amount of all such Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owingpursuant to Section 1102. In addition, (A) upon the occurrence of a Suspension Date, the Company may elect to suspend any Subsidiary Guarantee as described under Section 416 and (B) the Company will have the right, upon 30 5 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness elected to cause to become a Subsidiary Guarantor pursuant to the last sentence of the Company first paragraph of Section 414 and that is not otherwise required to become a Subsidiary Guarantor pursuant to Section 414 to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effecteffect on the date set forth in such notice. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall shall, upon receipt of an Officer’s Certificate and Opinion of Counsel (if requested by the Trustee), execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with if the Guarantee of the Credit Agreement and of the Existing Notes made by such Guarantor is released, unless such Guarantor has any sale Indebtedness outstanding or disposition remains a guarantor of Indebtedness of the Company or another Guarantor; (by merger ii) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of any the Capital Stock of the applicable Guarantor which transaction results in the applicable Guarantor no longer being a Restricted Subsidiary of the Company, provided such sale, disposition, exchange or other transfer is made in accordance with Section 411(a)(i) and Section 411(a)(ii); (iii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 408; or any interest therein (iv) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option as described under Article XII or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture Indenture. In addition to the foregoing, the SeparationCo Parent and its Subsidiaries shall be released automatically from their Subsidiary Guarantees upon the earlier of (A) the incurrence of Indebtedness pursuant to clause (20) under the definition of “Permitted Indebtedness” or (B) consummation of the Permitted Separation Transaction; provided that, in each case, such Guarantors are concurrently released from the other First Lien Obligations, including Section 411 the Credit Agreement Obligations and Section 501Obligations under the Existing Secured Notes; provided, further, that, in the event of an automatic release pursuant to the foregoing clause (A) by in connection with the Company or incurrence of Indebtedness prior to the consummation of a Restricted SubsidiaryPermitted Separation Transaction, following which such Subsidiary Guarantor Guarantees of SeparationCo Parent and its Subsidiaries will be reinstated upon the earlier of (i) the 60th day following the incurrence of such Indebtedness if such Permitted Separation Transaction has not been consummated by such date and (ii) ten (10) Business Days following the Company’s public announcement that it is no longer a Restricted Subsidiary of pursuing the Company, Permitted Separation Transaction (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In additiondate, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee“Reinstatement Date”). Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and upon: (1) the occurrence of no further force any sale, exchange, transfer or effect, (i) concurrently with any sale or other disposition (by merger merger, amalgamation, consolidation or otherwise) of any all of the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by any sale, exchange, transfer or other disposition after which the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary Subsidiary) or of all or substantially all of the Companyassets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (ii) at any time to the extent such provisions are required to be satisfied as of the date of the transaction); provided that such Subsidiary Guarantor is also released from all of its obligations under all in respect of the Senior Credit Facilities; (2) the release or discharge of such Subsidiary Guarantor from its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facilities and the 2023 Senior Secured Notes, except (other than i) a discharge or release by reason or as a result of payment under such Guarantees of Bank Indebtedness), Guarantee (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor it being understood that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) a release subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guaranteea contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall thereupon terminate and also be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, reinstated to the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of extent that such Subsidiary Guarantee. Upon any such occurrence specified in Guarantor would then be required to Guarantee the Notes pursuant to this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.Indenture) and

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than by reason and, if applicable, its obligations as a borrower under the Senior ABL Facility), except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any refinancings or replacements thereof in the form of long-term senior secured Indebtedness) and (y) after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant defeasance described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any such Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that any such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company under the Senior ABL Facility and any Refinancing Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any such Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ written notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, upon receipt of an Officer’s Certificate, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company (and such other than Subsidiary Guarantors under the Senior Credit Facilities or any Capital Market Indebtedness, including by reason of payment ceasing to be a borrower under the Senior ABL Facility on a joint and several basis with the Company and (in the case of such Guarantees of Bank Capital Markets Indebtedness) when initially granted resulted in such Subsidiary’s obligation to Guarantee the Notes pursuant to Section 414 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with (or any other transaction) not prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than by reason and, if applicable, its obligations as a borrower under the Senior ABL Facility), except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any refinancings or replacements thereof in the form of long-term senior secured Indebtedness) and (y) after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant defeasance described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligationsobligations pursuant to Article XII, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees Guarantees, if any, will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company an Issuer or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companysuch Issuer, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior ABL Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtedness)Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or either Issuer another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to either of the Issuers or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s Issuers’ obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company Issuers will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company Company, all Issuers and all other Subsidiary Guarantors of any Bank Indebtedness of the Company Company, such Issuer and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) or any Capital Market Indebtedness that (in the case of such Guarantees of Bank Capital Market Indebtedness) when initially granted resulted in such Subsidiary’s obligation to Guarantee the Notes pursuant to Section 414 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Company, any Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company, any Issuer or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s Issuers’ obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Company, any Issuer or another Subsidiary Guarantor of any Bank Indebtedness of the Company Company, such Issuer or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee. Section 1304. [Reserved].

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees Guarantees, if any, will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (ij) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company Issuers or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the CompanyIssuers, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtedness)Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or either Issuer another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to either of the Issuers or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s Issuers' obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company Issuers will have the right, upon 30 days’ ' notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities and Capital Markets Securities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) upon legal or covenant defeasance of during the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b)Suspension Period, upon payment in full the merger or consolidation of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor with and into another Subsidiary that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.is not

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale direct or indirect sale, exchange, transfer or other disposition (by merger merger, amalgamation, consolidation, dividend distribution or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company Company, the Issuer and all other Subsidiary Guarantors of any Bank Indebtedness of the Company Company, such Issuer and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) or any Capital Market Indebtedness that (in the case of such Guarantees of Bank Capital Market Indebtedness) when initially granted resulted in such Subsidiary’s obligation to Guarantee the Notes pursuant to Section 414 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Company, any Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company, any Issuer or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) upon legal or covenant defeasance during the Suspension Period (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) to the extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the Companydefinition of “Immaterial Subsidiary,” upon the release of the Guarantee referred to in such clause, (vii) upon Defeasance or Covenant Defeasance of the Issuer’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (viviii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owingowing or (ix) as described under Article IX. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Company, any Issuer or another Subsidiary Guarantor of any Bank Indebtedness of the Company Company, such Issuer or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) by or (y) pursuant to an enforcement action in accordance with the Company or a Restricted Subsidiaryterms of the Intercreditor Agreements, in each case, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than by reason and, if applicable, its obligations as a borrower under the Senior ABL Facility), except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any replacements or refinancings thereof) and (y) after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant defeasance described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the -------------------------------- provisions of Section 1302, 1302 any Subsidiary Guarantees Guarantee will be subject to ------------ termination and discharge under the circumstances described in this Section ------- 1303: ---- (a) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (whether - by merger merger, consolidation, the sale of its Capital Stock or otherwisethe sale of all or substantially all of its assets, other than by lease) of any and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person which is not the Company or any interest therein a Restricted Subsidiary of the Company if (x) - the sale or other disposition is in accordance with the terms of this Indenture (including Section 411 Sections 410 and Section 501415) by and (y) all of the obligations of such ------------ --- - Subsidiary Guarantor under the Senior Credit Agreement and related documentation, and under any other agreements relating to any other Indebtedness of the Company or a any of its other Restricted SubsidiarySubsidiaries, following which terminate upon consummation of such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companytransaction, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s 's -- obligations, or satisfaction and discharge of this Indenture; as and to the extent provided in Article 11 or Article 12, or (viiii) subject to clause (b)(ii) of ---------- ---------- --- Section 1302(b)1301, upon payment in full of the aggregate principal amount of all ------------ Notes then Outstanding outstanding and all other Subsidiary Guaranteed Obligations then due and owing, or (iv) upon its merger with or consolidation into another Subsidiary Guarantor -- in compliance with the last sentence of Section 418. In addition----------- A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Exchange Registration Rights Agreement without any further action required on the part of the Company will have the right, upon 30 days’ notice to the Trustee, to cause any or such Subsidiary Guarantor that has not guaranteed payment upon the designation by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and Guarantor as an Unrestricted Subsidiary in accordance with the terms of no further force or effectthis Indenture. Upon any such occurrence specified in this paragraphSection 1303, the Trustee ------------ shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantor's Subsidiary Guarantee, as the case may be.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically automatically, irrevocably and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with if the Guarantee of the Credit Agreement made by such Guarantor is released, unless such Guarantor has any sale Qualifying Indebtedness that, in the aggregate, exceeds $25 million outstanding, or disposition remains a guarantor of the Qualifying Indebtedness incurred or guaranteed by the Company or another Guarantor that, in the aggregate, exceeds $25 million; (by merger ii) upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of any the Capital Stock of the applicable Guarantor which transaction results in the applicable Guarantor no longer being a Restricted Subsidiary of the Company, provided such sale, disposition, exchange or other transfer does not violate Section 411; (iii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 408; or any interest therein (iv) upon the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option as described under Article XII or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1301(b)(iii) and Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding A Guarantee to the provisions of Holders specified in Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any 3.1 issued by any Subsidiary Guarantor will be automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with upon any sale sale, exchange or disposition (by merger transfer, to any Person not a Subsidiary of the Parent Guarantor, of all of the Parent Guarantor’s ordinary shares in, or otherwise) of any all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or any interest therein transfer is not prohibited by the Indenture), (ii) upon such Subsidiary Guarantor’s ceasing to be a Restricted Subsidiary, in accordance with the terms of the Indenture or (iii) if at any time any such Subsidiary Guarantor shall no longer be a guarantor of (or co-obligor on) any Funded Indebtedness of the Parent Guarantor other than each series of Notes and other than Funded Indebtedness of the Parent Guarantor (a) subject to a release provision substantially similar to this Indenture Section 3.3 and (including b) the related guarantee (or obligation) of which will be released substantially concurrently with the release of the Guarantee of such Subsidiary Guarantor pursuant to this Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which 3.3 (but only for so long as such Subsidiary Guarantor is no longer not so required to be a Restricted Subsidiary of the Company, (ii) at guarantor; upon any time subsequent requirement that such Subsidiary Guarantor is become a guarantor of any Funded Indebtedness, such Subsidiary Guarantor shall immediately provide a Guarantee pursuant to Section 3.4 hereof). Such Subsidiary Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under all the Existing Indenture and this First Supplemental Indenture and the Guarantee of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to shall be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon Following the receipt by the Trustee of any such occurrence specified in this paragraphnotice, the Trustee Company shall execute any documents reasonably required cause the Indenture to be amended as provided in order Section 9.01 thereof; provided, however, that the failure to evidence such release, discharge and so amend the Indenture shall not affect the validity of the termination in respect of the Guarantee of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary GuaranteeGuarantor.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130212.2, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: 12.4. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 6.9 and Section 5017.1) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under all then existing Credit Facilities and the 2019 Notes (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 6.12), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b12.2(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under any then existing Credit Facility and the 2019 Notes to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 130312.4, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) by or (y) pursuant to an enforcement action in accordance with the Company or a Restricted Subsidiaryterms of the Intercreditor Agreements, in each case, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the ABL Facility (and, if applicable, released from all of its obligations as a borrower under the ABL Facility and as a primary obligor or guarantor in respect of any other than by reason then outstanding Material Indebtedness), except in the case of a release as a result of payment under the relevant Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant described under Section 414, (vi) upon Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has is not guaranteed payment by a primary obligor or guarantor under the Company of ABL Facility or any Bank other then outstanding Material Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, , (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: 1304. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under all then existing Credit Facilities, the 2023 Notes and the 2025 Notes (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 13031304, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, (vi) during the Suspension Period, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon legal the occurrence of a Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) or any Capital Market Indebtedness that (in the case of such Guarantees of Bank Capital Market Indebtedness) when initially granted resulted in such Subsidiary’s obligation to Guarantee the Notes pursuant to Section 414 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, (a) A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and upon the occurrence of no further force or effect, both of the following: (i) concurrently with One of the following events: (A) any sale sale, exchange or disposition transfer (by merger or otherwise) of any the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with after which the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or all or substantially all of the Company, (ii) at any time that assets of such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by to a Person other than the Company of any Bank Indebtedness or a Restricted Subsidiary, in each case, if such sale, exchange or transfer is made in compliance with Section 10.16(a)(i); (B) the release and discharge of the Company (other than guarantee by reason such Subsidiary Guarantor of the Credit Facility and any guarantee which resulted from the creation of the Subsidiary Guarantee after the Issue Date pursuant to Section 10.19, except a discharge or release by or as a result of payment under such Guarantees guarantee; (C) the designation of Bank Indebtedness), any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iiiD) upon the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article IV or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (E) during a Suspension Period; or (F) the merger or consolidation of any a Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any or upon the liquidation or dissolution of such Subsidiary Guarantor becoming following the transfer of all or substantially all of its assets to the Company or another Subsidiary Guarantor; and (ii) such Subsidiary Guarantor delivering to the Trustee an Unrestricted SubsidiaryOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the transaction permitting the release of such Subsidiary Guarantee have been complied with. (vb) upon legal or covenant defeasance of the Company’s obligations, or satisfaction The release and discharge of this Indenture, or (vi) subject a Subsidiary Guarantee pursuant to Section 1302(b), upon payment in full 12.09 shall be limited to a suspension of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee during the continuation of a Suspension Period and shall thereupon terminate be fully and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect unconditionally reinstated as of the applicable Subsidiary GuaranteeReversion Date to the extent required by Section 10.19. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302any Guarantee Agreement, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: 6.3. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture Agreement (including Section 411 subsection 7.3 and Section 501subsection 7.4) by the Company Borrower or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the CompanyBorrower, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company Borrower or any Subsidiary Guarantor under Credit Facilities and Capital Markets Securities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 6.2), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Borrower or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Borrower or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance subject to subsections 2.1(b)(iii) and 2.2 of the CompanyGuarantee Agreement, upon the full discharge or release of the Borrower’s obligations, or satisfaction and discharge of obligations under this IndentureAgreement, or (vi) subject to Section 1302(b)subsections 2.1(b)(iii) and 2.2 of the Guarantee Agreement, upon payment in full of the aggregate principal amount of all Notes then Outstanding amounts outstanding hereunder and all other Subsidiary Guaranteed Obligations then due and owing. Upon any such occurrence specified in this subsection 6.3, the Administrative Agent shall execute any documents reasonably requested by the Borrower in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee. In addition, the Company Borrower will have the right, upon 30 days’ notice to the TrusteeAdministrative Agent, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company Borrower or any Subsidiary Guarantor under any Credit Facilities or any Capital Markets Securities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon: (1) the occurrence of any sale, exchange, transfer or other disposition (by merger, amalgamation, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, transfer or other disposition after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or of all or substantially all of the assets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (to the extent such provisions are required to be satisfied as of the date of the transaction); provided that such Subsidiary Guarantor is also released from all of its obligations in respect of the Senior Credit Facilities; (2) the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under its Subsidiary Guaranteethe Senior Credit Facilities and the 2027 Notes, except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall thereupon terminate and also be discharged and of no further force or effect, reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Notes pursuant to this Indenture); (i3) concurrently with any sale or disposition (by merger or otherwise) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.17; (4) upon such Person becoming an Excluded Subsidiary as a result of a transaction or any interest therein designation permitted by this Indenture; (5) the Company exercising its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture Indenture; (including Section 411 6) upon the full and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary final payment of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness Pari Passu Lien Notes Obligations of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effectGuarantor; or (7) as described in Section 4.15(b). Upon any such occurrence specified in this paragraph, The Company will notify the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination writing in respect of such any release of a Subsidiary Guarantee. Upon any ; provided that such occurrence specified in this Section 1303, notification will not be a condition to the Trustee shall execute any documents reasonably required in order to evidence effectiveness of such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions (a) A Subsidiary Guarantor may be released and relieved of Section 1302, Subsidiary Guarantees will be subject to termination and discharge any obligations under the circumstances described in this Section 1303: Any Indenture and its Subsidiary Guarantee by Company Request if at the time of such release such Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with has no outstanding Indebtedness (other than Indebtedness that is permitted to be incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor) and (ii) does not Guarantee any Indebtedness (other than Indebtedness that is permitted to be incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor). (b) In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock (whether by merger consolidation, merger, stock purchase, asset sale or otherwise) of any Subsidiary Guarantor or any interest therein Guarantor, in accordance with the terms of this Indenture (including Section 411 and Section 501) by each case, to a Person other than the Company or to a Restricted Subsidiary, following which Person that is not (either before or after giving effect to such Subsidiary Guarantor is no longer transaction) a Restricted Subsidiary of the Company, (ii) at any time that then such Subsidiary Guarantor is shall be automatically released from all and relieved of its any obligations under all the Indenture and its Subsidiary Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, that sale or disposition, no Default or Event of Default shall have occurred and be continuing under the Indenture. (c) Upon the proper designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.09 hereof, such Subsidiary Guarantor shall be automatically released and relieved of any obligations under the Indenture and its Guarantees Subsidiary Guarantee. (d) In the event the Company effects a discharge of payment the Indenture or a legal defeasance option or a covenant defeasance in accordance with Article VII hereof, each Subsidiary Guarantor shall be released and relieved of any obligations under the Indenture and its Subsidiary Guarantee. (e) Upon the occurrence of a Fall Away Event as provided in Section 4.01 hereof, each Subsidiary Guarantor shall be released and relieved of any obligations under the Indenture and its Subsidiary Guarantee. (f) Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphforegoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any such releaseSubsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, discharge and termination in respect interest and premium, if any, on, the Notes and for the other obligations of such Subsidiary Guarantee. Upon any such occurrence specified Guarantor under the Indenture as provided in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary GuaranteeArticle IX.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary (a) A Guarantor will shall automatically and unconditionally be released from all its obligations under its Subsidiary Guarantee, and such Subsidiary the Guarantee shall thereupon terminate and be discharged and of no further force or effect, Agreement upon (i) concurrently with any sale or disposition (by merger or otherwise) of any such Guarantor having been designated as an Unrestricted Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companyhereof, (ii) at all the Equity Interests in such Guarantor held by the Borrower and the Subsidiaries having been sold or otherwise disposed of (other than to the Borrower or any time that of its Subsidiaries) (including by merger or consolidation) in any transaction not prohibited hereunder or (iii) such Guarantor having ceased to be a wholly-owned Subsidiary as a result of the consummation of any sale or disposition of all or any part of the Equity Interests of such Subsidiary Guarantor is not prohibited hereunder and entered into for a valid business purpose. (b) Each of the Guarantors shall be automatically released from all of its obligations under all the Guarantee Agreement in the event that: (i) the Guarantee Release Condition shall have been satisfied; (ii) at the time of its Guarantees and immediately after giving effect to any such release, no Default or Event of payment Default shall have occurred and be continuing or would result therefrom, provided that such release shall constitute the incurrence by such Restricted Subsidiary, at the Company of any Bank Indebtedness time of the Company (other than by reason release of payment under such Guarantees Guarantee of Bank Indebtedness)such Restricted Subsidiary, of all Debt of such Restricted Subsidiary existing at such time; and (iii) upon the merger or consolidation Borrower shall have delivered to the Administrative Agent a certificate, executed on behalf of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is Borrower by a Financial Officer, confirming the surviving Person satisfaction of the condition set forth in such merger or consolidation, clause (ivii) concurrently above. (c) In connection with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of release pursuant to this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In additionSection, the Company will have the right, upon 30 days’ notice Administrative Agent is hereby authorized to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guaranteeexecute and deliver, and agrees promptly upon request to execute and deliver, such Subsidiary Guarantee documents as the Borrower shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order request to evidence such release, discharge . Any execution and termination in respect delivery of such Subsidiary Guarantee. Upon any such occurrence specified in documents pursuant to this Section 1303, shall be without recourse to or warranty by the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary GuaranteeAdministrative Agent.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130210.02, Subsidiary Guarantees will shall be subject to termination and discharge under the circumstances described in this Section 1303: 10.03. Any Subsidiary Guarantor will shall automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, : (i) concurrently with any sale direct or indirect sale, transfer or other disposition (by merger merger, consolidation or otherwise) of any such Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) 4.06 by the Company or a Restricted Subsidiary, Subsidiary following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, ; (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company (including any Guarantee) in respect of any Bank Indebtedness of under the Company Senior Term Facility (other than by reason of payment under and any Refinancing Indebtedness in respect thereof) and any capital market Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtednessobligation is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10), ; (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, ; (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10); (vi) upon the Company’s obligations, exercise of its legal defeasance option or satisfaction and discharge of its covenant defeasance option or if the Company’s obligations under this Indenture, or Indenture are discharged pursuant to Article 8; and (vivii) subject to Section 1302(b)8.06, upon payment in full of the aggregate principal amount of all Notes then Outstanding outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will shall have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment Incurred (including by Guarantee) any Indebtedness under the Company of Senior Term Facility (or any Bank Refinancing Indebtedness of the Company in respect thereof) or any such capital market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 10.03, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee, subject to receipt of an Officer’s Certificate and Opinion of Counsel.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Time, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees Guarantees, if any, will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company an Issuer or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companysuch Issuer, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior Credit Facilities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtedness)Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or either Issuer another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to either of the Issuers or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s Issuers’ obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company Issuers will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Issuers of any Bank Indebtedness of the Company Issuers under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, (a) A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and upon the occurrence of no further force or effect, both of the following: (i) concurrently with One of the following events: (A) any sale sale, exchange or disposition transfer (by merger or otherwise) of any the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with after which the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or all or substantially all of the Company, (ii) at any time that assets of such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by to a Person other than the Company of any Bank Indebtedness or a Restricted Subsidiary, in each case, if such sale, exchange or transfer is made in compliance with Section 10.16(a)(i); (B) the release and discharge of the Company (other than guarantee by reason such Subsidiary Guarantor of the Credit Agreement and any guarantee which resulted from the creation of the Subsidiary Guarantee after the Issue Date pursuant to Section 10.19, except a discharge or release by or as a result of payment under such Guarantees guarantee; (C) the designation of Bank Indebtedness), any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iiiD) upon the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article IV or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (E) during a Suspension Period; or (F) the merger or consolidation of any a Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any or upon the liquidation or dissolution of such Subsidiary Guarantor becoming following the transfer of all or substantially all of its assets to the Company or another Subsidiary Guarantor; and (ii) such Subsidiary Guarantor delivering to the Trustee an Unrestricted SubsidiaryOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the transaction permitting the release of such Subsidiary Guarantee have been complied with. (vb) upon legal or covenant defeasance of the Company’s obligations, or satisfaction The release and discharge of this Indenture, or (vi) subject a Subsidiary Guarantee pursuant to Section 1302(b), upon payment in full 12.09 shall be limited to a suspension of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee during the continuation of a Suspension Period and shall thereupon terminate be fully and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect unconditionally reinstated as of the applicable Subsidiary Guarantee.Reversion Date to the extent required by Section 10.19. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Remainder of this page intentionally left blank]

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130210.02, Subsidiary Guarantees will shall be subject to termination and discharge under the circumstances described in this Section 1303: 10.03. Any Subsidiary Guarantor will shall automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, : (i) concurrently with any sale direct or indirect sale, transfer or other disposition (by merger merger, consolidation or otherwise) of any such Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 4.06 and Section 5015.01) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, ; (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company (including any Guarantee) in respect of any Bank Indebtedness of under the Company Senior Term Facility (other than by reason of payment under and any Refinancing Indebtedness in respect thereof) and any capital market Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank Indebtednessobligation is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10), ; (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, ; (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10); (vi) upon the Company’s obligations, exercise of its legal defeasance option or satisfaction and discharge its covenant defeasance option or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture, or ; and (vivii) subject to Section 1302(b)8.06, upon payment in full of the aggregate principal amount of all Notes Securities then Outstanding outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will shall have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment Incurred (including by Guarantee) any Indebtedness under the Company of Senior Term Facility (or any Bank Refinancing Indebtedness of the Company in respect thereof) or any such capital market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 10.03, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee, subject to receipt of an Officer’s Certificate and Opinion of Counsel.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities and Capital Markets Securities and is not a borrower under the Senior ABL Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under the Senior Credit Facilities or Capital Markets Securities and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding Each Guarantor agrees, and each Holder by accepting a Note agrees, that the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary Guarantor will 10.03 are for the benefit of and enforceable by the holders of Senior Debt of such Guarantor. A Guarantee (and any Guarantee provided pursuant to Section 4.15) shall be automatically and unconditionally released and the Guarantor that granted such Guarantee shall be automatically and unconditionally released from its obligations and liabilities thereunder and hereunder: (a) in the event that all of the Capital Stock of such Guarantor is sold pursuant to an enforcement of the Banks’ security over the Capital Stock of such Guarantor under the applicable security agreements securing obligations under its Subsidiary Guaranteethe Senior Credit Facilities, immediately upon such sale of Capital Stock unless such sale is to the Banks, in which case such Guarantee will be automatically and unconditionally released only in the event that such Banks subsequently sell the Capital Stock of such Guarantor provided that, in either case, such Guarantor is simultaneously, irrevocably and unconditionally released (and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) obligations are not assumed by the Company buyer or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary an affiliate of the Company, (iibuyer) at any time that such Subsidiary Guarantor is released from all of claims with respect to its obligations under all of its Guarantees of payment by under, or in respect of, the Company of any Bank Indebtedness of the Company Senior Credit Facilities and Subordinated Debt; (other than by reason of payment under such Guarantees of Bank Indebtedness), (iiib) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidationLegal Defeasance under Section 8.02, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, Covenant Defeasance under Section 8.03 or satisfaction and discharge under Section 8.05; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; or (d) in connection with any sale, transfer, conveyance or (vi) subject to Section 1302(b), upon payment in full other disposition of the aggregate principal amount Capital Stock of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary a Guarantor such that has not guaranteed payment by the Company of any Bank Indebtedness of the Company it ceases to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guaranteea Restricted Subsidiary.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company (or such other than Subsidiary Guarantors under the Senior Credit Facilities and any Capital Market Indebtedness, including by reason of payment ceasing to be a borrower under the Senior ABL Facility on a joint and several basis with the Company (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company and such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon: (A) the occurrence of any sale, exchange, transfer or other disposition (by merger, amalgamation, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, transfer or other disposition after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or of all or substantially all of the assets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (to the extent such provisions are required to be satisfied as of the date of the transaction); provided that such Subsidiary Guarantor is also released from all of its obligations in respect of the Senior Credit Facilities; (B) the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under any other Indebtedness that gave rise (or would give rise) to its obligation to provide such Subsidiary Guarantee, except (i) a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall thereupon terminate also be reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Notes pursuant to this Indenture) and be discharged and (ii) a discharge or release by or as a result of no further force an amendment, modification or effect, (i) concurrently with any sale or disposition (by merger or otherwisewaiver of the provision in respect of minimum guarantor coverage set forth in Section 10.1(17) of the Senior Credit Facilities as in effect on the Escrow Release (or defaults arising thereunder) requiring consent of the lenders under the Senior Credit Facilities; (C) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.17; (D) upon such Person becoming an Excluded Subsidiary or any interest therein Non-Recourse Subsidiary, in each case as a result of a transaction or designation permitted by this Indenture; (E) the Company exercising its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture Indenture; (including Section 411 F) upon the full and Section 501) by final payment of all Pari Passu Lien Notes Obligations of the Company or a Restricted Subsidiary, following which and such Subsidiary Guarantor; or (G) as described in Section 4.15(b). (2) such Subsidiary Guarantor is no longer a Restricted Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of the CompanyCounsel, (ii) at any time each stating that all conditions precedent provided for in this Indenture relating to such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owingtransaction and/or release have been complied with. In addition, the The Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, notify the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination writing in respect of such any release of a Subsidiary Guarantee. Upon any ; provided that such occurrence specified in this Section 1303, notification will not be a condition to the Trustee shall execute any documents reasonably required in order to evidence effectiveness of such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than by reason and, if applicable, its obligations as a borrower under the Senior ABL Facility), except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) upon legal the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any replacements or refinancings thereof) and (y) after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant defeasance described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130212.2, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: 12.4. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 6.9 and Section 5017.1) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of all or substantially all the assets of such Subsidiary Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company, in accordance with the terms of this Indenture (including Section 6.9), (iii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under all then-existing Credit Facilities or Public Debt (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 6.12), (iiiiv) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (ivv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (vvi) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b12.2(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing, (viii) upon the liquidation or dissolution of such Subsidiary Guarantor provided no Default or Event of Default has occurred that is continuing, or (ix) as described under Sections 11.1 and 11.2. In addition, the Company will have the right, upon 30 days’ written notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under any then existing Credit Facility or Public Debt to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, Section 12.4 and the Trustee shall execute any documents reasonably required in order to evidence such release, discharge receipt of an Officer’s Certificate and termination in respect an Opinion of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303Counsel, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiaryany other transaction), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company (and such other than by reason Subsidiary Guarantors under the Senior Credit Facilities, except in the case of a release as a result of payment under such Guarantees Subsidiary Guarantee or a refinancing, termination or repayment in full of Bank Indebtednesssuch Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiaryExcluded Domestic Guaranty Subsidiary of the Company, (v) [reserved], (vi) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligationsobligations under, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, other than an automatic release of a Subsidiary Guarantee which requires no execution of any documents, the Trustee shall shall, upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, (a) A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and upon the occurrence of no further force or effect, both of the following: (i) concurrently with One of the following events: (A) any sale sale, exchange or disposition transfer (by merger or otherwise) of any the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with after which the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or all or substantially all of the Company, (ii) at any time that assets of such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by to a Person other than the Company of any Bank Indebtedness or a Restricted Subsidiary, in each case, if such sale, exchange or transfer is made in compliance with Section 10.16(a)(i); (B) the release and discharge of the Company (other than Guarantee by reason such Subsidiary Guarantor of the Credit Agreement, except a discharge or release by or as a result of payment under such Guarantees Guarantee; (C) the designation of Bank Indebtedness), any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iiiD) upon the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article IV or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; (E) during a Suspension Period; or (F) the merger or consolidation of any a Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any or upon the liquidation or dissolution of such Subsidiary Guarantor becoming following the transfer of all or substantially all of its assets to the Company or another Subsidiary Guarantor; and (ii) such Subsidiary Guarantor delivering to the Trustee an Unrestricted SubsidiaryOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the transaction permitting the release of such Subsidiary Guarantee have been complied with. (vb) upon legal or covenant defeasance of the Company’s obligations, or satisfaction The release and discharge of this Indenture, or (vi) subject a Subsidiary Guarantee pursuant to Section 1302(b), upon payment in full 12.09 shall be limited to a suspension of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee during the continuation of a Suspension Period and shall thereupon terminate be fully and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect unconditionally reinstated as of the applicable Subsidiary GuaranteeReversion Date to the extent required by Section 10.19. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130210.02, Subsidiary Guarantees will shall be subject to termination and discharge under the circumstances described in this Section 1303: 10.03. Any Subsidiary Guarantor will shall automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, : (i) concurrently with any sale direct or indirect sale, transfer or other disposition (by merger merger, consolidation or otherwise) of any such Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) 4.06 by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, ; (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company (including any Guarantee) in respect of any Bank Indebtedness of under any Credit Facility and any capital market Indebtedness (it being understood that a release subject to contingent reinstatement is still a release, and that if any such obligation is so reinstated, such Subsidiary Guarantee shall also be reinstated to the Company (other than by reason of payment under extent that such Guarantees of Bank IndebtednessSubsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10), ; (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, ; (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 4.10); (vi) upon the Company’s obligations, exercise of its legal defeasance option or satisfaction and discharge its covenant defeasance option or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture, or ; and (vivii) subject to Section 1302(b)8.06, upon payment in full of the aggregate principal amount of all Notes Securities then Outstanding outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will shall have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment Incurred (including by the Company of Guarantee) any Bank Indebtedness of the Company under any Credit Facility or any such capital market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 10.03, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee, subject to receipt of an Officer’s Certificate and Opinion of Counsel.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the 169 circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (including by reason of ceasing to be a borrower under the Senior ABL Facility (other than by reason a release in connection with a Discharge of payment all of the Obligations under the Senior Credit Facilities) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon legal the occurrence of a Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.the

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any (a) A Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under this Indenture (including its Subsidiary Guarantee) if: (i) all or substantially all of its Guarantees the assets of payment such Subsidiary Guarantor or all (or a portion sufficient to cause such Subsidiary Guarantor to no longer be a Subsidiary of the Company) of the capital stock of such Subsidiary Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries in compliance with the provisions of this Indenture; provided that all guarantees and other obligations of such Subsidiary Guarantor in respect of all other indebtedness of the Company and its Subsidiaries terminate upon consummation of such sale or other disposition; (ii) if the Company designates any Bank Subsidiary Guarantor as an “unrestricted subsidiary” under, and in accordance with the applicable provisions of, the Senior Credit Facility and any other agreement governing the indebtedness which resulted or would result in such Subsidiary’s obligation to guarantee the Notes pursuant to Section 3.04; provided that all borrowings, guarantees and other obligations of such Subsidiary Guarantor in respect of the Credit Agreement and any such other indebtedness terminate upon such designation; or (iii) such Subsidiary Guarantor is released or discharged from all guarantees of, or Indebtedness under, the Senior Credit Facilities and all other guarantees or Indebtedness that required the creation of the Subsidiary Guarantee under this Indenture, if such Subsidiary Guarantor would not then otherwise be required to provide a Subsidiary Guarantee. (b) In the event that any released Subsidiary Guarantor (in the case of clause (ii above) thereafter is redesignated as a “restricted subsidiary” under the Senior Credit Facility or such other agreement governing indebtedness which would result in such Subsidiary’s obligation to guarantee the Notes pursuant to Section 3.04 or any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter borrows money or guarantees any Indebtedness of the Company (other than by reason of payment under or Subsidiary Guarantors, such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any former Subsidiary Guarantor with will again provide a Subsidiary Guarantee. (c) Upon the delivery of an Officer’s Certificate and into Opinion of Counsel, at the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance written request and expense of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with if the Guarantee of the Credit Agreement and of the Existing Notes made by such Guarantor is released, unless such Guarantor has any sale Indebtedness outstanding or disposition remains a guarantor of Indebtedness of the Company or another Guarantor; (by merger ii) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of any the Capital Stock of the applicable Guarantor which transaction results in the applicable Guarantor no longer being a Restricted Subsidiary of the Company, provided such sale, disposition, exchange or other transfer is made in accordance with Section 411(a)(i) and Section 411(a)(ii); (iii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 408; or any interest therein (iv) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option as described under Article XII or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture Indenture. In addition to the foregoing, the SeparationCo Parent and its Subsidiaries shall be released automatically from their Subsidiary Guarantees upon the earlier of (A) the incurrence of Indebtedness pursuant to clause (20) under the definition of Permitted Indebtedness or (B) consummation of the Permitted Separation Transaction; provided that, in each case, such Guarantors are concurrently released from the other First Lien Obligations, including Section 411 the Credit Agreement Obligations and Section 501Obligations under the Existing Secured Notes; provided, further, that, in the event of an automatic release pursuant to the foregoing clause (A) by in connection with the Company or incurrence of Indebtedness prior to the consummation of a Restricted SubsidiaryPermitted Separation Transaction, following which such Subsidiary Guarantor Guarantees of SeparationCo Parent and its Subsidiaries will be reinstated upon the earlier of (i) the 60th day following the incurrence of such Indebtedness if such Permitted Separation Transaction has not been consummated by such date and (ii) ten (10) business days following the Company’s public announcement that it is no longer a Restricted Subsidiary of pursuing the Company, Permitted Separation Transaction (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In additiondate, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee“Reinstatement Date”). Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically automatically, irrevocably and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with if the Guarantee of the Credit Agreement made by such Guarantor is released, unless such Guarantor has any sale Qualifying Indebtedness that, in the aggregate, exceeds $25 million outstanding, or disposition remains a guarantor of the Qualifying Indebtedness incurred or guaranteed by the Company or another Guarantor that, in the aggregate, in excess of $25 million; (by merger ii) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of any the Capital Stock of the applicable Guarantor which transaction results in the applicable Guarantor no longer being a Restricted Subsidiary of the Company, provided such sale, disposition, exchange or other transfer does not violate Section 411; (iii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 408; or any interest therein (iv) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option as described under Article XII or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its Subsidiary Guaranteeand discharged, and without any further action by such Subsidiary Guarantee shall thereupon terminate and be discharged and Guarantor, the Company or the Trustee, upon: (a) the occurrence of no further force or effect, (i) concurrently with any sale sale, exchange, transfer or other disposition (by merger merger, consolidation or otherwise) of any the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with after which the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, or (ii) at any time that the sale or disposition of all or substantially all of the assets and property of such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason lease), which sale, exchange, transfer or other disposition under clauses (i) or (ii) of this clause (a) is made in compliance with the applicable provisions of this Indenture, including Section 4.10 (it being understood that only such portion of the Net Cash Proceeds as is required to be applied on or before the date of such release in accordance with the terms of this Indenture, if any, needs to be applied in accordance therewith at such time) and Section 5.01; (b) unless an Event of Default has occurred and is continuing, the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness under the Senior Credit Facility or the release or discharge of such other Guarantee that resulted in the obligation to provide such Subsidiary Guarantee (except, in each case, a discharge or release by or as a result of payment under such Guarantees Guarantee or the repayment or discharge of Bank the guaranteed Indebtedness), ; (iiic) upon the merger or consolidation designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 and into the definition of “Unrestricted Subsidiary”; (d) such Subsidiary Guarantor constituting or becoming an Excluded Subsidiary as a result of a transaction or designation permitted by this Indenture; or (e) the Company exercising its Legal Defeasance or Covenant Defeasance option under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 2. the Company or another such Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice delivering to the TrusteeTrustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, to cause any Subsidiary Guarantor each stating that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified conditions precedent provided for in this paragraph, the Trustee shall execute any documents reasonably required in order Indenture relating to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guaranteetransaction have been complied with.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company under Credit Facilities (other than including by reason of payment ceasing to be a borrower under such Guarantees of Bank IndebtednessCredit Facilities) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon legal the occurrence of a Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee. Notwithstanding the foregoing, each Holder expressly and irrevocably agrees that it will not hinder, or direct the Trustee to take any action that will hinder, the automatic release of any Subsidiary Guarantee provided for by this Section 1303 to the extent the Company determines in good faith that the applicable transaction is permitted under this Indenture (including, without limitation, in connection with any disposition to Persons other than the Company or a Subsidiary Guarantor permitted under this Indenture), and each Holder expressly and irrevocably agrees that the Trustee shall be authorized to, and shall, take any necessary action to release any such Subsidiary Guarantee to the extent authorized to do so by this Section 1303 without any obligation or requirement to notify or obtain consent from any Holder (and the Trustee shall not condition any such actions on providing notice to, or obtaining consent from, the Holders).

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under Credit Facilities and Capital Markets Securities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1301(b)(iii) and Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under Credit Facilities or Capital Markets Securities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any such Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 408 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that any such Subsidiary Guarantor is (or substantially concurrently with the release of the subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company of any Bank Indebtedness of the Company under the Senior Credit Facility and any applicable Refinancing Credit Facility (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 410), (iii) upon the merger or consolidation of any such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any such Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) at any time after the Termination Date, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes of a series then Outstanding Outstanding, but only with respect to such series of Notes, and all other Subsidiary Guaranteed Obligations then due and owing, or (viii) upon a Subsidiary Guarantor becoming (or substantially concurrently with it becoming) a Special Purpose Subsidiary, or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, it will become a Special Purpose Subsidiary. In addition, the Company will have the right, upon 30 10 days’ written notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under a Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (other than including by reason of payment ceasing to be a borrower under the Senior ABL Facility) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon legal the occurrence of a Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee. Section 1304. [Reserved].

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company (and such other than Subsidiary Guarantors under the Senior Credit Facilities or any Capital Market Indebtedness, including by reason of payment ceasing to be a borrower under the Senior ABL Facility on a joint and several basis with the Company and (in the case of such Guarantees of Bank Capital Market Indebtedness) when initially granted resulted in such Subsidiary’s obligation to Guarantee the Notes pursuant to Section 414 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon legal the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the TrusteeTrustee (or such shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall shall, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, (a) A Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Guarantee by a Subsidiary Guarantor will shall be automatically and unconditionally be released from all obligations under its and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor's Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and upon the occurrence of no further force both of the following: (1) One of the following events: (A) any sale, exchange or effect, (i) concurrently with any sale or disposition transfer (by merger merger, amalgamation or otherwise) of any the Capital Stock of such Subsidiary Guarantor or any interest therein in accordance with after which the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary if such sale, exchange or transfer is made in compliance with the Indenture (including Article 8 of this Third Supplemental Indenture); (B) the release and discharge of the Company, (ii) at any time that guarantee by such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than Credit Facility, the Existing Notes and any guarantee which resulted from the creation of the Subsidiary Guarantee after the Issue Date pursuant to Section 1033 of this Third Supplemental Indenture, except a discharge or release by reason or as a result of payment under such Guarantees of Bank Indebtedness), guarantee; (iiiC) upon the merger or consolidation designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with and into the Company applicable provisions of this Third Supplemental Indenture; (D) the Issuer exercising its Legal Defeasance option or another Covenant Defeasance option in accordance with Article 4 of this Third Supplemental Indenture or the Company's obligations under this Third Supplemental Indenture being discharged in accordance with the terms of this Third Supplemental Indenture; or (E) during a Suspension Period. (2) such Subsidiary Guarantor delivering to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that is all conditions precedent provided for in this Third Supplemental Indenture relating to the surviving Person in transaction permitting the release of such merger or consolidation, Subsidiary Guarantee have been complied with. (ivb) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction The release and discharge of this Indenture, or (vi) subject a Subsidiary Guarantee pursuant to Section 1302(b), upon payment in full 1509(a)(1)(E) shall be limited to a suspension of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee during the continuation of a Suspension Period and shall thereupon terminate be fully and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect unconditionally reinstated as of the applicable Subsidiary GuaranteeReversion Date to the extent required by Section 1033 of this Third Supplemental Indenture.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 130212.2, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: 12.4. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 6.9 and Section 5017.1) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company under all then existing Credit Facilities, the 2019 Notes and the 2022 Notes (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 6.12), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b12.2(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ written notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company under any then existing Credit Facility, the 2019 Notes and the 2022 Notes to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 130312.4, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under Credit Facilities and Capital Markets Securities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal Defeasance or covenant defeasance Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1301(b)(iii) and Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company or any Subsidiary Guarantor under Credit Facilities or Capital Markets Securities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302subsection 2.2, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: subsection 2.3. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) the Credit Agreement by the Company Borrower or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the CompanyBorrower, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company Borrower or any Subsidiary Guarantor under Credit Facilities and Capital Market Securities (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to the Credit Agreement), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Borrower or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Borrower or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) subject to subsections 2.1(b)(iii) and 2.2(b), upon legal the full discharge or covenant defeasance release of the Company’s obligations, or satisfaction and discharge of this Indenture, Guaranteed Obligations under the Credit Agreement or (vi) subject to Section 1302(bsubsections 2.1(b)(iii) and 2.2(b), upon payment in full of the aggregate principal amount of all outstanding Loans and Senior Interim Loan Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company Borrower will have the right, upon 30 days’ notice to the TrusteeAdministrative Agent, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company Borrower or any Subsidiary Guarantor under Credit Facilities or Capital Market Securities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphsubsection 2.3, the Trustee Administrative Agent shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, requested by the Trustee shall execute any documents reasonably required Borrower in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, SECTION 1302 any Subsidiary Guarantees Guarantee will be subject to termination and discharge under the circumstances described in this Section SECTION 1303: 109 (a) Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, : (i1) concurrently in connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or otherwise) consolidation), if the Company applies the Net Proceeds of any Subsidiary Guarantor that sale or any interest therein other disposition, in accordance with the terms provisions of this Indenture SECTION 410 hereof; or (including Section 411 and Section 5012) by in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor, if the Company or applies the Net Proceeds of that sale in accordance with the applicable provisions of SECTION 415 hereof; or (3) if the Company designates any Restricted Subsidiary that is a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted as an Unrestricted Subsidiary in accordance with the provisions of SECTION 419 hereof; and in each case, in compliance with the other provisions of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSECTION 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantor's Subsidiary Guarantee, as the case may be. Upon Section 1304. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) (a) the Person acquiring the property in any such occurrence specified sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation or limited liability company, organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under this Indenture, its Subsidiary Guarantee and any Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or (b) such sale or other disposition complies with SECTION 410, including 110 the application of the Net Proceeds therefrom. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Subsidiary Guarantor, such successor Person shall succeed to and be substituted for a Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in ARTICLES 4 and 5 hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this Section 1303, the Trustee shall execute Indenture or in any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Notes shall prevent any consolidation or merger of a Subsidiary GuaranteeGuarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees Guarantees, if any, will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary GuaranteeGuarantee and any Liens securing such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee shall terminate automatically and unconditionally in connection with provisions set forth in Section 1402(a)(iii), and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company an Issuer or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Companysuch Issuer, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company Issuers of any Bank Senior Indebtedness of the Company Issuers (other than by reason of payment under it being understood that a release subject to contingent reinstatement is still a release), and that if any such Guarantees of Bank Indebtedness)Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into either of the Company Issuers or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to either of the Issuers or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s Issuers’ obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company Issuers will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company Issuers of any Bank Indebtedness under the Credit Facilities of the Company Issuers to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraphSection 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

Release of Subsidiary Guarantees. Notwithstanding (a) At any time the provisions of Section 1302Super-Majority Lenders may, Subsidiary Guarantees will be subject to termination and discharge under at the circumstances described in this Section 1303: Any Company's request, release any Subsidiary Guarantor will automatically and unconditionally be released from all its obligations under its Subsidiary GuaranteeGuaranty Agreement on such conditions (if any) as the Super-Majority Lenders may specify. (b) If a Designated Subsidiary is sold or otherwise transferred to a Person other than the Company or any of its Subsidiaries, and the Subsidiary Guaranty of such Designated Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force automatically released concurrently with such sale or effect, transfer; provided that: (i) all Collateral (if any) securing its Subsidiary Guaranty is concurrently released in compliance with Section 2.17; and (ii) immediately after such release, no Default will have occurred and be continuing. (c) If any Subsidiary Guarantor (other than a Designated Subsidiary) is sold or otherwise transferred to a Person other than the Company or any of its Subsidiaries, the Subsidiary Guaranty of such Subsidiary Guarantor shall, at the Company's request, be released concurrently with such sale or transfer; provided that: (i) all Collateral (if any) securing its Subsidiary Guaranty is concurrently released in compliance with Section 2.17; (ii) immediately after such release, no Default will have occurred and be continuing; and (iii) the aggregate consideration received by the Company and its Subsidiaries for all sales or other transfers in connection with which Subsidiary Guaranties are released pursuant to this subsection (c) shall not exceed $10,000,000. (d) If any Subsidiary Guarantor is sold or otherwise transferred to a Person other than the Company or any of its Subsidiaries in a transaction that is not permitted by any of the foregoing subsections of this Section, the Subsidiary Guaranty of the Subsidiary Guarantor so transferred shall nonetheless, at the Company's request, be released concurrently with such sale or other transfer; provided that, concurrently with such release (but after giving effect thereto): (i) the Commitments shall be proportionately reduced by an aggregate amount equal to the lesser of (x) the aggregate consideration received by the Company and/or its Subsidiaries for such sale or other transfer or (y) 330% of such Subsidiary Guarantor's Ebitda for the period of four consecutive Fiscal Quarters then most recently ended; (ii) all Collateral (if any) securing its Subsidiary Guaranty is concurrently released in compliance with Section 2.17; and (iii) immediately after such release, no Default will have occurred and be continuing. If any sale or disposition transfer described in this subsection (by merger d) is consummated at a time when the $10,000,000 basket provided in subsection (c) has not been fully utilized, such sale or otherwisetransfer shall be treated as being (A) of any Subsidiary Guarantor or any interest therein in accordance with subject to subsection (c) to the terms of this Indenture (including Section 411 and Section 501) extent that the aggregate consideration received by the Company and its Subsidiaries for such sale or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary transfer (the "Aggregate Consideration") does not exceed the unutilized portion of the Company$10,000,000 basket provided in subsection (c) (the "Unutilized Basket") and (B) subject to this subsection (d) to the extent that the Aggregate Consideration exceeds the Unutilized Basket (such excess being the "Excess Consideration"). For purposes of subsection (c), such sale or transfer shall be deemed to utilize the Unutilized Basket. For purposes of this subsection (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtednessd), (iiiA) upon the merger or consolidation consideration referred to in clause (i)(x) shall be deemed to be the Excess Consideration and (B) the Ebitda referred to in clause (i)(y) shall be deemed to be an amount determined by multiplying such Subsidiary Guarantor's Ebitda for the relevant period by a fraction, of any Subsidiary Guarantor with and into which the Company or another Subsidiary Guarantor that numerator is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of Excess Consideration and the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of denominator is the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary GuaranteeAggregate Consideration.

Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: . Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under all of its Guarantees Guarantee of payment by the Company and all other Subsidiary Guarantors of any Bank Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (including by reason of ceasing to be a borrower under the Senior ABL Facility (other than by reason a release in connection with a Discharge of payment all of the Obligations under the Senior Credit Facilities) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantees of Bank IndebtednessGuarantee is so reinstated, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted SubsidiarySubsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon legal the occurrence of a Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to Section 414), upon the merger or covenant defeasance consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this IndentureIndenture pursuant to Section 1101, or (vivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Bank Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.171 1010271152v11010271152_5.doc