Common use of Possession, Use and Release of Collateral Clause in Contracts

Possession, Use and Release of Collateral. (A) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each HolderUnless an Event of Default shall have occurred and be continuing, by accepting a Notesubject to the terms of the Security Documents, consents the Issuers and agrees the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes and any Guarantees (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral to the extent deposited with the Collateral Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as set forth in the possessionSecurity Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income thereon. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that (i) the Security Documents shall provide that so long as any First Priority Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall have the exclusive right and agrees that authority to determine the release, sale, or other disposition with respect to the Collateral mayand to change, andwaive or vary the Security Documents, subject in the case of changes, waivers, or variances, to the conditions specified in the Security Documents and (ii) the holders of the First Priority Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents, without the consent of the Holders or the Trustee, to secure additional Debt and additional secured creditors so long as such modifications do not expressly violate the provisions of the Credit Agreement or this Indenture. Subject to the terms of the Security Documents, if at any time or from time to time Collateral which also secures the First Priority Lien Obligations is released or otherwise disposed of pursuant to the terms of the relevant governing documents, as applicable, shallsuch Collateral securing the Notes and any Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the First Priority Lien Obligations are repaid in full, the Collateral securing the Notes and the Guarantees shall not be released until such Event of Default and all other Events of Default shall have been cured or substituted otherwise waived except to the extent such Collateral was disposed of in order to repay the First Priority Lien Obligations. (c) At such time as (i) the First Priority Lien Obligations have been paid in full in cash in accordance with the terms thereof, and all commitments and letters of credit thereunder have been terminated, or (ii) the holders of First Priority Lien Obligations have released their First Priority Liens on all or any portion of the Collateral, the Second Priority Liens on the Collateral shall also be automatically released to the same extent; provided, however, that (A) if either (x) an Event of Default under this Supplemental Indenture exists or (y) the Pari Passu Debt to EBITDA Ratio is greater than 4:00:1:00, then as of the date on which the First Priority Lien Obligations are repaid in full or terminated as described in clause (i), the Second Priority Liens on the Collateral shall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay First Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Notes) shall have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Second Priority Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), and the Collateral Documents. Pari Passu Debt to EBITDA Ratio is less than or equal to 4:00:1:00, and (B) The if any First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and any Note Guarantees shall then be secured by a Second Priority Lien on such Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently incurs obligations under the Credit Agreement or other First Priority Lien Obligations which are secured by assets of the Company and its Restricted Subsidiaries of the type constituting Collateral, then the Notes and other holders of Second Priority Lien Obligations shall be secured at such time by a Second Priority Lien on the collateral securing such First Priority Lien Obligations, other than the Excluded Collateral Trustee’s Liens upon to the Collateral shall automatically be released same extent (in whole, upon payment in full all material respects) and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. same (Cin all material respects) In addition to the foregoingpriorities, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute rights and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any provisions regarding release of Collateral provided for and other provisions set forth in the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. Notwithstanding anything in this paragraph (c) of Section 12.04(B10.3, the Second Priority Liens shall not be released pursuant to this paragraph unless, on the date of such release after giving pro forma effect to the events referred to in clauses (i) and (Cii) above (as applicable). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled Company has a positive Pari Passu Debt to receive an Opinion EBITDA Ratio of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.equal to or less than 4.00:1.00. 77

Possession, Use and Release of Collateral. (Ai) Each Holder, by accepting a NoteSecurity, consents and agrees to the provisions of the Collateral Security Documents and this Indenture governing the possession, use and release of Collateral. Each Without limiting the generality of the foregoing, each Holder, by accepting a NoteSecurity, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted only in accordance with the terms of this Supplemental Indenture and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Security Documents. (ii) Without limiting the provisions of Section 11.03(a), but subject to the provisions of the Intercreditor Agreement, the Security Arrangement Agreement and each other Security Document applicable to such Collateral: (1) unless an Event of Default has occurred and is continuing, the Trustee shall release, or instruct the Collateral Agent to release, as applicable, the Liens and security interests created by this Indenture and the Security Documents on any portion of Collateral subject to an Asset Sale (Collateral so released, the “Released Interest”) upon compliance with the condition that the Issuer deliver to the Trustee the following: (I) a notice from the Issuer requesting the release of the Released Interest: (A) describing the proposed Released Interest; (B) specifying the fair market value of such Released Interest on a date within 60 days of such notice (the “Valuation Date”); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interest; (D) stating that the release of such Released Interest will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (E) in the event that any assets other than cash or Cash Equivalents comprise a portion of the consideration received in such Asset Sale, specifically describing such assets; (II) an Officers’ Certificate stating that: (A) such Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 4.13; (C) there is no Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or an Event of Default; (E) the sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Issuer or, in the event that such sale is to a Person that is an Affiliate of the Issuer, is being made in accordance with Section 4.14; and (F) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; (III) all documentation necessary or reasonably requested by the Trustee to grant to the Collateral Agent a security interest in and Lien on all assets (other than cash or Cash Equivalents) comprising a portion of the consideration received in such Asset Sale, if any; and (IV) all documentation required by the TIA (including, without limitation, TIA § 314(d)) prior to the release of Collateral by the Trustee or the Collateral Agent; (2) unless an Event of Default has occurred and is continuing, the Issuer or the applicable Guarantor will have the right to remain in possession and retain exclusive control of the Collateral (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Paying Agent, the Trustee or the Collateral Agent), to sell inventory in the ordinary course of business, to freely operate the Collateral and to collect, invest and dispose of any income thereon; and (3) notwithstanding the provisions of Section 11.03(a)(ii)(2), so long as no Default has occurred and is continuing or would result therefrom, the Issuer and the Guarantors may, among other things, without any release or consent by the Trustee or Collateral Agent, conduct ordinary course activities with respect to the Collateral in accordance with the provisions of this Indenture and the applicable Security Documents, including, without limitation, (I) the Transfer of Collateral, which Transfer would not be deemed an Asset Sale pursuant to the proviso contained in the definition of “Asset Sale”; (II) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; and (III) demolishing, dismantling, tearing down, scrapping or abandoning any Collateral if, in the good faith opinion of the Board of Directors of the Company, as evidenced by a resolution thereof, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interest of the Company or such Guarantor and would not adversely affect in any material respect the rights of the Holders of the Securities under this Indenture and the Security Documents. At the request and expense of the Issuer, the Trustee will execute or instruct the Collateral Agent to execute, as applicable, all documents reasonably requested by the Issuer to confirm the release from the Lien of this Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with Section 11.03(c). In the event that the Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.03(a)(ii)(1) or (3) may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer requests in writing that the Trustee furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, and the Security Documents, upon being satisfied that the Issuer or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.03(a)(ii)(1) or (3) (which, in the case of Section 11.03(a)(ii)(3), shall include receipt of an Officers’ Certificate by the Issuer reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the assets or property affected thereby, and stating that such assets or assets or property are property which by the provisions of Section 11.03(a)(ii)(3) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Issuer or such Guarantor without any release or consent of the Trustee or the Collateral Agent), the Trustee shall, at the expense of the Issuer, promptly execute, acknowledge and deliver to the Issuer or instruct the Collateral Agent to execute, acknowledge and deliver to the Issuer, as applicable, such an instrument in the form provided by the Issuer, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Issuer may reasonably request and as necessary to effect such release. Neither the Issuer nor any Guarantor shall Transfer any Collateral to any Person other than to the Issuer, a Guarantor or a Person which will become a Guarantor simultaneously with such Transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 11.03(a)(ii) or such Transfer has been conducted in accordance the provisions of Section 11.03(a)(ii)(3). Notwithstanding the foregoing provisions of this Section 11.03, the release of any Collateral from the Lien and security interest created by this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. (b) The fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1). It is expressly understood that this Section 11.03 and Section 11.08 relate only to the Issuer’s and the Guarantors’ obligations under the TIA and shall not restrict or otherwise affect the Issuer’s and the Guarantors’ rights or abilities to release Collateral pursuant to the Security Documents. (c) If any conflict or inconsistency exists between this Section 11.03 and the Intercreditor Agreement, Security Arrangement Agreement or any other applicable Security Documents, the Intercreditor Agreement, the Security Arrangement Agreement or such other Security Documents, as applicable, shall govern.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Agency Agreement, the Collateral Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture the Collateral Agency Agreement and the Collateral Documents. (Bb) The Collateral TrusteeAgent’s Liens upon the Collateral shall automatically be released in whole, upon (1) payment in full and discharge of all outstanding Secured Senior Obligations and (2) termination or in accordance with expiration of all commitments to extend credit under all Senior Debt Documents and the final paragraph cancellation or termination or cash collateralization of Section 9.01all outstanding letters of credit issued pursuant to any Senior Debt Document. (Cc) The Collateral Agent’s Liens upon the Collateral shall automatically be released with respect to any Series of Senior Obligations, including the Note Obligations, (1) at any time the terms of such Series of Senior Obligations no longer require such Series to be secured by the Collateral and (2) the administrative agent or the Trustee, as the case may be, with respect to such Series of Senior Obligations has delivered to the Collateral Agent a written notice withdrawing such Series of Senior Obligations as being secured under the Pledge Agreement. (d) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) in the event of satisfaction and discharge of this Indenture pursuant to Section 8.01(a) of the Base Indenture or a legal defeasance described in Section 8.01(c) of the Base Indenture; (2) with the consent of the Holders in accordance with Section 9.02 of this Supplemental the Base Indenture; or (23) if (a) under the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary circumstances described in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged PropertySection 6.1. (De) If the Revolving Credit Facility Collateral Agent and the Term Loan Facility Collateral Agent release their Liens on any Collateral, then the Lien securing the Notes will automatically terminate. (f) The Collateral Trustee Agent shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee Agent to evidence, confirm and effectuate any release of Collateral provided for in this Section 12.04(B6.4(b), (c), (d) and (Ce). (Eg) The TrusteeAt the request of the Partnership and upon satisfaction of all applicable conditions to the permitted release of any Collateral (including the Collateral Agent’s receipt of any indemnity requested under Section 7.07 of the Base Indenture), at the Partnership’s cost and expense, the Collateral Agent will execute and deliver any documents, instructions or instruments evidencing any permitted release of the Liens of the Collateral Agent on any Collateral. The Trustee and the Collateral Trustee Agent shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents. (h) The fair value of Collateral released from the Liens created by this Indenture and the Collateral Documents pursuant to the terms of this Section 6.4 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Collateral Documents in any calendar year exceeds the 10% threshold specified in Section 3.14(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Aa) Unless an Event of Default shall have occurred and be continuing, subject to the terms of the Security Documents, the Company and the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon subject to the terms and provisions of this Indenture. (b) Each Holder, by accepting a such Note, consents and agrees that Collateral securing the Notes shall be automatically released to the extent and under the circumstances set forth in Section 5.1(a) of the Intercreditor Agreement and the Security Documents may be amended without the consent of the Trustee, the Collateral Agent or the Holders upon the terms and conditions set forth in Section 5.3 of the Intercreditor Agreement. Without limiting the foregoing, the Company shall provide to the Trustee and the Collateral Agent a copy of the amendment promptly after the effectiveness thereof. (c) Notwithstanding the provisions set forth in this Section 4.3, the Company and its Subsidiaries may, without any release or consent by the Collateral Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral to the extent permitted pursuant to the Security Documents and this Indenture governing the possession, use and release of Collateral. Indenture. (d) Each Holder, by accepting a such Note, consents acknowledges that (except as otherwise provided in the Security Documents) (i) the Security Documents may provide that so long as the First-Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall have the exclusive right and agrees that authority to control at all times all remedies and other actions related to the Collateral may(including dispositions and releases thereof) and to change, andwaive, as applicable, shall, be released modify or substituted in accordance vary the Security Documents and (ii) the holders of the First-Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the terms Collateral (including the release of this Supplemental Indenture the Collateral and the Collateral Documents. (Bmanner of realization) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents, without the consent of the Holders or the Trustee, to secure additional Obligations and additional secured creditors so long as such modifications do not violate the provisions of this Indenture. Each Holder of a Note, by accepting such Note, directs the Collateral Agent to take such actions as directed by the holders of the First-Lien Obligations in accordance with this Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C4.3(d). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the terms of the Collateral Documents, by accepting a Note, consents the Company and agrees the Subsidiary Guarantors will have the right to remain in possession of the Collateral securing the Notes and any Subsidiary Guarantees (other than any Collateral deposited with the Collateral Agent in accordance with the provisions of the Collateral Documents and this Indenture governing other than as set forth in the possessionCollateral Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income thereon. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that (i) the Collateral Documents shall provide that so long as any Priority Lien Obligations are outstanding, the holders thereof shall have the exclusive right and agrees authority to determine the release, sale, or other disposition with respect to the Collateral and to change, waive or vary the Collateral Documents, subject in the case of changes, waivers, or variances, to the conditions specified in the Collateral Documents and (ii) the holders of the Priority Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Collateral Documents, without the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors so long as such modifications do not expressly violate the provisions of the Credit Agreement or this Indenture. Subject to the terms of the Collateral Documents, if at any time or from time to time Collateral which also secures the Priority Lien Obligations is released or otherwise disposed of pursuant to the Collateral Documents, such Collateral securing the Notes and any Subsidiary Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the Priority Lien Obligations are repaid in full, the Collateral may, and, as applicable, shall, securing the Notes and the Subsidiary Guarantees shall not be released until such event of Default and all other Events of Default shall have been cured or substituted otherwise waived except to the extent such Collateral was disposed of in order to repay the Priority Lien Obligations. (c) At such time as (i) the Priority Lien Obligations have been paid in full in Cash in accordance with the terms thereof, and all commitments and letters of credit thereunder have been terminated, or (ii) the holders of Priority Lien Obligations have released their Priority Liens on all or any portion of the Collateral, the Note Liens on the Collateral shall also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this Supplemental sentence, if an Event of Default under this Indenture exists as of the date on which the Priority Lien Obligations are repaid in full or terminated as described in clause (i) the Note Liens on the Collateral shall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Notes) shall have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Note Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist) or (y) in the case of clause (ii) of this sentence, if the Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and any Subsidiary Guarantees shall then be secured by a Note Lien on such Collateral, to the same extent provided pursuant to the Collateral Documents as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Priority Lien Obligations which are secured by assets of the Company, the Subsidiary Guarantors and/or their Domestic Restricted Subsidiaries of the type constituting Collateral, then the Notes and the Subsidiary Guarantees shall be secured at such time by a Note Lien on the collateral securing such Priority Lien Obligations (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Documentsand other provisions set forth in the Collateral Documents as then in effect immediately prior to the release of the Liens on the Collateral. (Bd) The Collateral Trustee’s Liens upon Notwithstanding the provisions set forth in this Section 11.3, the Company and its Subsidiaries may, without any release or consent by the Collateral shall automatically be released Agent or the Trustee, perform a number of activities in whole, upon payment the ordinary course in full and discharge respect of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition Collateral to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction extent permitted by this Indenture; provided that such transferee shall promptly deliver pursuant to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by Documents and this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents Subject to the terms of the Lien Subordination Agreement and agrees the Company and the Subsidiary Guarantors will have the right to remain in possession of the Collateral securing the Notes and any Subsidiary Guarantees (other than any Collateral deposited with the agent in accordance with the provisions of the Credit Documents and other than as set forth in the Lien Subordination Agreement and the Collateral Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon. (b) Each Holder of a Note, by accepting such Note, acknowledges that (i) Lien Subordination Agreement and the Collateral Documents shall provide that so long as any Priority Lien Obligations are outstanding, the holders thereof shall have the exclusive right and authority to determine the release, sale, or other disposition with respect to the Collateral and to change, waive or vary the Collateral Documents, subject in the case of changes, waivers, or variances, to the conditions specified in the Collateral Documents and (ii) the holders of the Priority Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Collateral Documents, without the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors so long as such modifications do not expressly violate the provisions of the Lien Subordination Agreement, the Credit Agreement or this Indenture. Subject to the terms of the Collateral Documents, if at any time or from time to time Collateral which also secures the Priority Lien Obligations is released or otherwise disposed of pursuant to the Lien Subordination Agreement, such Collateral securing the Notes and any Subsidiary Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture governing exists or any Note Obligation remains outstanding as of the possessiondate on which the Priority Lien Obligations are repaid in full, use the Note Liens on the proceeds from the sale, transfer or other disposition of such Collateral securing the Notes and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, the Subsidiary Guarantees shall not be released until such event of Default and all other Events of Default shall have been cured or substituted otherwise waived and all such outstanding Note Obligations are paid in full in accordance with the terms of this Supplemental Indenture and Indenture, except to the extent such Collateral Documentswas disposed of in order to repay the Priority Lien Obligations. (Bc) The Collateral Trustee’s Liens upon At such time as (i) the Collateral shall automatically be released in whole, upon payment Priority Lien Obligations have been paid in full and discharge of all outstanding Secured Obligations or in Cash in accordance with the final paragraph terms thereof, and all commitments and letters of Section 9.01. (C) In addition credit thereunder have been terminated, or collateralized to the foregoingsatisfaction of the holders thereof, or (ii) the holders of Priority Lien Obligations have released their Priority Liens on all or any portion of the Collateral, the Note Liens on the Collateral securing shall also be automatically released to the Notes will be entitled to same extent; provided, however, that (x) in the case of clause (i) of this sentence, if an Event of Default under this Indenture exists or any Note Obligation remains outstanding as of the date on which the Priority Lien Obligations are repaid in full or terminated as described in clause (i) the Note Liens on the proceeds from the sale, transfer or other disposition of the Collateral shall not be released under except to the following circumstances: extent the Collateral or any portion thereof was disposed of in order to repay Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (1) with acting at the consent direction of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2a majority of outstanding principal amount of Notes) if (a) shall have the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor exclusive right and authority to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, direct the Collateral Agent and to foreclose upon the Collateral Trustee (but in such event, the Note Liens shall be entitled released when such Event of Default and all other Events of Default under this Indenture cease to receive an Opinion of Counsel exist and Officers’ Certificate all such outstanding Note Obligations are paid in connection with any release of Liens evidencing compliance full in accordance with the terms of this Indenture Indenture) or (y) in the case of clause (ii) of this sentence, if the Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and any Subsidiary Guarantees shall then be secured by a Note Lien on such Collateral, to the same extent provided pursuant to the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Priority Lien Obligations which are secured by assets of the Company, the Subsidiary Guarantors and/or their Domestic Restricted Subsidiaries of the type constituting Collateral, then the Notes and the Subsidiary Guarantees shall be secured at such time by a Note Lien on the collateral securing such Priority Lien Obligations (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Documentsand other provisions set forth in the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. (d) Notwithstanding the provisions set forth in this Section 11.3, the Company and its Subsidiaries may, without any release or consent by the Collateral Agent or the Trustee, take any and all actions in the ordinary course of business in respect of the Collateral to the extent permitted under the Collateral Documents and this Indenture.

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the terms of the Security Documents, by accepting a Notethe Issuer and the Domestic Subsidiaries shall have the right to remain in possession and retain exclusive control of the Collateral securing the Securities (other than any cash, consents securities, obligations and agrees to cash equivalents constituting part of the Collateral and deposited with the First Priority Lien Representative, the Collateral Agent, the Escrow Agent or the Trustee in accordance with the provisions of the Collateral Security Documents and or this Indenture governing and other than as set forth in the possessionSecurity Documents) to freely operate the Collateral and to collect, use invest and release dispose of Collateral. any income therefrom. (b) Each HolderHolder of a Security, by accepting such Security, acknowledges that (i) so long as any First Priority Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall control at all times all remedies and other actions related to the Secondary Collateral, and the Second Priority Liens shall not entitle the Collateral Agent, the Trustee or the Holders of Securities to take any action whatsoever with respect to the Secondary Collateral. As a Noteresult, consents and agrees that so long as any First Priority Lien Obligations are outstanding, neither the Collateral mayAgent nor the Trustee nor the Holders shall be able to force a sale of the Secondary Collateral or otherwise exercise remedies normally available to secured creditors without the concurrence of the holders of the First Priority Liens. (c) Each Holder of a Security, andby accepting such Security, acknowledges that, at such time as applicable, shall, be released or substituted (i) the First Priority Lien Obligations have been paid in full in cash in accordance with the terms thereof and all commitments and letters of credit thereunder have been terminated, or (ii) the holders of First Priority Lien Obligations have released their First Priority Liens on all or any portion of the Secondary Collateral, the Note Liens on the Secondary Collateral shall also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this Supplemental sentence, if an Event of Default under this Indenture exists as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (i), the Note Liens on the Secondary Collateral shall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Secondary Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Securities) shall have the right to direct the Collateral Agent to foreclose upon the Secondary Collateral (but in such event, the Note Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), or (y) if First Priority Lien Obligations are thereafter secured by assets that would constitute Secondary Collateral, the Securities and any Subsidiary Guarantees shall then be secured by a Note Lien on such Secondary Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Secondary Collateral. If the Issuer subsequently incurs other First Priority Lien Obligations which are secured by assets of the Issuer and/or its Subsidiaries of the type constituting Secondary Collateral, then the Securities and the Note Guarantees shall be secured at such time by Second Priority Liens on the collateral securing such First Priority Lien Obligations with the same (in all material respects) priorities, consent rights and provisions regarding release of Secondary Collateral Documentsand other provisions set forth in the Security Documents as then in effect immediately prior to the release of the Liens on the Secondary Collateral. (Bd) The Collateral Trustee’s Liens upon In the Collateral shall automatically be released in wholeevent of the consummation of any sale, upon payment in full and discharge transfer or other disposition of all outstanding Secured Obligations any property or in accordance with assets that are subject to any Note Liens, which sale, transfer or other disposition meets the final paragraph requirements of Section 9.014.18 hereof, the Note Liens on such property or assets (but not the Net Proceeds from such sale, transfer or other disposition) shall be released. (Ce) In addition to Each Holder of a Security, by accepting such Security, acknowledges that, notwithstanding the foregoingprovisions set forth in this Section 10.4, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer and its Subsidiaries may, without any release or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required consent by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral Agent to the extent permitted pursuant to the Security Documents and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsIndenture.

Possession, Use and Release of Collateral. (Aa) Unless an Event of Default shall have occurred and be continuing, subject to the terms of the Security Documents, the Issuers will have the right to freely operate the Collateral and to collect, invest and dispose of any income therefrom. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that (i) the Security Documents shall provide that so long as any Senior Secured Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall have the exclusive right and agrees authority to determine the release, sale, or other disposition with respect to the Collateral and to change, waive or vary the Security Documents, subject in the case of changes, waivers, or variances, to the conditions specified in the Security Documents and (ii) the holders of the Senior Secured Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents, without the consent of the Holders or the Trustee, to secure additional Debt and additional secured creditors so long as such modifications do not expressly violate the provisions of the Credit Agreement or this Indenture. Subject to the terms of the Security Documents, if at any time or from time to time Collateral Documents and this Indenture which also secures the Senior Secured Lien Obligations is released or otherwise disposed of pursuant to the terms of the relevant governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, anddocuments, as applicable, shallsuch Collateral securing the Notes shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the Senior Secured Lien Obligations are repaid in full, the Collateral securing the Notes shall not be released until such Event of Default and all other Events of Default shall have been cured or substituted otherwise waived except to the extent such Collateral was disposed of in order to repay the Senior Secured Lien Obligations. (c) At such time as (i) the Senior Secured Lien Obligations have been paid in full in cash in accordance with the terms thereof, and all commitments and letters of this Supplemental Indenture and credit thereunder have been terminated, or (ii) the holders of Senior Secured Lien have released their Senior Secured Liens on all or any portion of the Collateral, the Third Priority Liens on the Collateral Documentsshall also be automatically released to the same extent; provided, however, that (A) if an Event of Default under this Indenture exists, then as of the date on which the Senior Secured Lien Obligations are repaid in full or terminated as described in clause (i), the Third Priority Liens on the Collateral shall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay Senior Secured Lien Obligations secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount at Stated Maturity of Notes) shall have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Third Priority Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), and (B) if any Senior Secured Lien Obligations (or any portion thereof) are thereafter secured by the limited partnership interest in the Operating Partnership owned by the Company that would constitute Collateral, the Notes shall then be secured by a Third Priority Lien on such Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. (Bd) The Collateral Trustee’s Liens upon Notwithstanding the Collateral shall automatically be released provisions set forth in wholethis Section 10.3, upon payment in full the Company and discharge of all outstanding Secured Obligations its Subsidiaries may, without any release or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral Agent to the extent permitted pursuant to the Security Documents and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsIndenture.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Security Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Collateral Security Documents. (b) Without limiting the provisions of Section 12.03(a) and subject to the provisions of the Security Document applicable to such Collateral: (1) unless an Event of Default has occurred and is continuing, the Trustee shall release the Liens created by this Indenture and the Security Documents on any portion of Collateral subject to a Collateral Disposition (Collateral so released, the “Released Interest”) upon compliance with the condition that the Issuer deliver to the Trustee the following: (A) a notice from the Issuer requesting the release of the Released Interest: (i) describing the proposed Released Interest; (ii) specifying the Fair Market Value of such Released Interest on a date within 60 days of such notice; (iii) stating that the consideration received is at least equal to the Fair Market Value of the Released Interest (if required pursuant to Section 4.12(a)(1)); (iv) stating that the release of such Released Interest will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (v) in the event that any assets other than cash or Cash Equivalents comprise a portion of the consideration received in such Collateral Disposition, specifically describing such assets; (B) The an Officers’ Certificate stating that: (i) such Collateral Trustee’s Liens upon Disposition (a) does not include the disposition of assets other than the Released Interest and (b) complies with the terms and conditions of this Indenture with respect to Collateral Dispositions (including Section 4.12); (ii) all Net Available Proceeds from the Collateral Disposition will be deposited with the Trustee in an Asset Sale Proceeds Account pursuant to the provisions of Section 4.12(i); (iii) there is no Default in effect or continuing on the date thereof or the date of such Collateral Disposition; (iv) the release of the Collateral will not result in a Default or an Event of Default; and (v) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; (C) the Net Available Proceeds and other consideration from the Collateral Disposition required to be delivered to the Trustee pursuant to this Indenture; (D) all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on all assets (other than Net Available Proceeds) comprising a portion of the consideration received in such Collateral Disposition, if any; and (E) all documentation required by the TIA (including without limitation Section 314(d) of the TIA) prior to the release of Collateral by the Trustee (whether or not this Indenture is then required to be qualified under the TIA); (2) the Trustee shall automatically be released in whole, release the Liens created by this Indenture and the Security Documents on all Collateral: (A) upon payment in full of all outstanding Notes and all other amounts due hereunder or upon satisfaction and discharge of all outstanding Secured Obligations or this Indenture as provided in accordance with the final paragraph of Section 9.01.; (B) upon Legal Defeasance or Covenant Defeasance as set forth in Sections 9.02 and 9.03, as applicable; or (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders of all of the Notes then outstanding; in each case following delivery to the Trustee of an Officers’ Certificate of the Issuer to the effect that any of the foregoing has occurred; (3) unless a Default has occurred and is continuing, the Trustee shall release the Liens created by this Indenture and the Security Documents on any Collateral held in the Asset Sale Proceeds Account upon delivery by the Issuer to the Trustee of a notice from the Issuer requesting the release and: (A) an Officers’ Certificate stating that: (i) there is no Default or Event of Default in effect or continuing on the date thereof; (ii) the release of such Collateral will not result in a Default or an Event of Default; (iii) either: a. such Collateral will be applied for a use permitted by Section 4.12(j) or (l) substantially concurrently with such release; or b. such Collateral constitutes Excess Collateral Proceeds that have been offered to but not accepted by Holders of Notes pursuant to a completed Collateral Proceeds Offer in accordance with Section 9.02 of this Supplemental Indenture4.12; orand (2iv) if all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; and (aB) all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on all Additional Assets acquired with such Collateral; and (C) all documentation required by the TIA (including without limitation Section 314(d) of the TIA) prior to the release of Collateral by the Trustee (whether or not this Indenture is then required to be qualified under the TIA); (4) unless a Default has occurred and is continuing, the Trustee shall release the Liens created by this Indenture and the Security Documents on any Collateral for which other assets (the “Substitute Assets”) are to be substituted upon delivery by the Issuer to the Trustee of a notice from the Issuer requesting the release and: (A) an Officers’ Certificate stating that: (i) there is no Default or Event of Default in effect or continuing on the date thereof; (ii) the Pledged Substitute Assets are of equal or greater value and utility than the Collateral is sold, transferred for which the Substitute Assets are to be substituted; (iii) the release of such Collateral will not result in a Default or otherwise disposed an Event of Default; and (iv) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; and (B) all documentation necessary or reasonably requested by the Pledgor Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on the Substitute Assets; and (C) all documentation required by the TIA (including without limitation Section 314(d) of the TIA) prior to the release of Collateral by the Trustee (whether or not this Indenture is then required to be qualified under the TIA); (5) unless a Default has occurred and is continuing, the Issuer or a Wholly Owned Subsidiary the applicable Guarantor will have the right to remain in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to possession and retain exclusive control of the Collateral Trustee a fully executed pledge agreement substantially (other than any Collateral deposited in the form of the Pledge Agreement with respect an Asset Sale Proceeds Account), to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to freely operate the Collateral Trustee fully executed mortgages substantially in the form and to collect, invest and dispose of the Mortgages with respect to the Mortgaged Propertyany income thereon. (Dc) The Collateral Trustee shall will execute and deliver all such authorizations and other instruments and take such actions (documents reasonably requested by the Issuer to confirm the release from the Lien created by this Indenture and the Holders will be deemed to have consented to and authorized the Security Documents on any Collateral Trustee to execute and deliver any such authorization disposed of or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for otherwise transferred in accordance with Section 12.04(B) and (C12.03(b). (Ed) Neither the Issuer nor any Guarantor shall transfer any Collateral to any Person other than to the Issuer, a Guarantor or a Person which will become a Guarantor simultaneously with such transfer, unless the Liens on such Collateral created under this Indenture and the Security Documents are released in accordance with the provisions of this Section 12.03 or such transfer has otherwise been conducted in accordance the provisions of Section 12.03. (e) The Trustee, fair value of Collateral released from the Collateral Agent Liens created by this Indenture and the Collateral Trustee shall be entitled Security Documents pursuant to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Section 12.03 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Collateral DocumentsSecurity Documents in any calendar year exceeds the 10% threshold specified in Section 314(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Agency Agreement, the Collateral Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture the Collateral Agency Agreement and the Collateral Documents. (Bb) The Collateral TrusteeAgent’s Liens upon the Collateral shall automatically be released in whole, upon (1) payment in full and discharge of all outstanding Secured Senior Obligations and (2) termination or in accordance with expiration of all commitments to extend credit under all Senior Debt Documents and the final paragraph cancellation or termination or cash collateralization of Section 9.01all outstanding letters of credit issued pursuant to any Senior Debt Document. (Cc) The Collateral Agent’s Liens upon the Collateral shall automatically be released with respect to any Series of Senior Obligations, including the Note Obligations, (1) at any time the terms of such Series of Senior Obligations no longer require such Series of Senior Obligations to be secured by the Collateral and (2) the administrative agent or the Trustee, as the case may be, with respect to such Series of Senior Obligations has delivered to the Collateral Agent a written notice withdrawing such Series of Senior Obligations as being secured under the Pledge Agreement. (d) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) in the event of satisfaction and discharge of this Indenture pursuant to Section 8.01(a) of the Base Indenture or a legal defeasance described in Section 8.01(c) of the Base Indenture; (2) with the consent of the Holders in accordance with Section 9.02 of this Supplemental the Base Indenture; or (23) if (a) under the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary circumstances described in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged PropertySection 6.1. (De) If the Revolving Credit Facility Collateral Agent and the Term Loan Facility Collateral Agent release their Liens on any Collateral, then the Lien securing the Notes will automatically terminate. (f) The Collateral Trustee Agent shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee Agent to evidence, confirm and effectuate any release of Collateral provided for in this Section 12.04(B6.4(b), (c), (d) and (Ce). (Eg) The TrusteeAt the request of the Partnership and upon satisfaction of all applicable conditions to the permitted release of any Collateral (including the Collateral Agent’s receipt of any indemnity requested under Section 7.07 of the Base Indenture), at the Partnership’s cost and expense, the Collateral Agent will execute and deliver any documents, instructions or instruments evidencing any permitted release of the Liens of the Collateral Agent on any Collateral. The Trustee and the Collateral Trustee Agent shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents. (h) The fair value of Collateral released from the Liens created by this Indenture and the Collateral Documents pursuant to the terms of this Section 6.4 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Collateral Documents in any calendar year exceeds the 10% threshold specified in Section 3.14(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents Subject to and agrees to in accordance with the provisions of the Collateral Documents and Agreements, this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Credit Facility, so long as neither the Trustee nor the agent under the Credit Facility has exercised its rights with respect to the Collateral Documentsupon the occurrence and continuance of an Event of Default, the Company and the Guarantors shall have the right to remain in possession of the Collateral, to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. (Bb) The Collateral Trustee’s Liens upon In the cases of clauses (1), (3) and (5) below, all of the Collateral, and in the case of clauses (2), (4), (6) and (7) below, the Collateral specified therein, shall automatically be released in whole, upon payment in full from the Liens created by the Collateral Agreements at the sole cost and discharge expense of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to Company and the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstancesGuarantors: (1) upon payment in full of the Notes and all other obligations under this Indenture, the Notes, the Guarantees, the Collateral Agreements and the Registration Rights Agreement then due and owing; (2) unless an Event of Default shall have occurred and be continuing, upon the sale or other disposition of Collateral pursuant to the provisions of Section 4.14, solely with respect to the asset sold or otherwise disposed of pursuant to such provisions and the Net Cash Proceeds received therefor upon application in accordance with the provisions of such covenant; (3) upon the written consent of the Holders of a majority in accordance aggregate principal amount of the then outstanding notes (including consents obtained in connection with Section 9.02 a tender offer or exchange offer for notes); (4) as required pursuant to the terms of this Supplemental Indenturethe Intercreditor Agreement; (5) upon a Legal Defeasance or Covenant Defeasance; (6) upon eminent domain, condemnation or similar circumstances, solely with respect to the Collateral taken thereby; or (27) if (a) upon the Pledged Collateral is soldrelease or deemed release of any Guarantor from its obligations under this Indenture and its Guarantee, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement solely with respect to the Pledged Collateral owned by such Guarantor; provided, that the Trustee shall not release any Lien on any Collateral unless and until it shall have received (x) an Officers' Certificate certifying that all conditions precedent hereunder have been met and (y) such other documents required by Section 11.10 hereof. Upon compliance with the above provisions, the Trustee shall execute, deliver or (b) acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the Mortgaged Property is sold, transferred release of any Collateral permitted to be released pursuant to this Indenture or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged PropertyAgreements. (Dc) The release of any Collateral Trustee from the terms of the Collateral Agreements shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will not be deemed to have consented to impair the security under this Indenture in contravention of the provisions hereof and authorized of the Collateral Trustee Agreements if and to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the extent the Collateral Trustee is released pursuant to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsAgreements.

Possession, Use and Release of Collateral. Subject to the terms of the Collateral Documents, the Issuer and each Guarantor shall remain in possession and retain exclusive control of the Collateral of such Guarantor, if any, securing the Guarantee (Aother than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Trustee in accordance with the provisions of the Collateral Documents and other than as set forth in the Collateral Documents) to collect, invest and dispose of any income therefrom and to vote pledged shares. (a) Each Holder, Holder by accepting a such Note, consents acknowledges that the persons entitled to the benefit of the First Liens or the collateral agent under the First Lien Term Loan Collateral Agreement, as applicable, may (x) direct such collateral agent (as the person to whom the First Liens are directly granted) to take actions with respect to the Collateral (including the release of the Collateral and agrees the manner of realization) without the consent of the Holders or the Trustee, (y) agree to modify the Collateral Documents under which the First Liens arise, without the consent of the Holders or the Trustee and (z) accept and enter into additional collateral documents under which First Liens are granted, in each case to better protect their rights under the First Liens, to secure additional Indebtedness or to add additional secured creditors, provided in each case and to the extent that such actions, modifications or additional collateral documents do not violate the provisions of the Intercreditor Agreement. (b) The parties hereto hereby agree and acknowledge that the Collateral may be released by the Trustee at any time in accordance with the provisions of the Collateral Documents and this Indenture governing or upon the possession, use and release termination of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, this Indenture and, as applicablein any such case, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral so released shall automatically be released as Collateral for the Notes without any action on the part of the Trustee or the Holders. For the purposes of the TIA, the release of any Collateral from the terms of the Collateral Documents will not be deemed to impair the security under this Indenture in whole, upon payment in full contravention of the provisions hereof and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition Collateral Documents if and to the foregoing, Liens on Collateral securing extent the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver released pursuant to the Collateral Trustee a fully executed pledge agreement substantially in Documents or upon the form termination of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Note Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Collateral Documents. (Bb) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge (1) with respect to any Collateral sold, transferred or disposed of all outstanding Secured Obligations (other than to the Partnership or a Subsidiary Guarantor) in accordance with the final paragraph terms of Section 9.01this Indenture, upon the sale, transfer or other disposition of that Collateral; and (2) with respect to any Collateral owned by a Subsidiary Guarantor whose Capital Stock is sold or otherwise disposed of in accordance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Partnership or a Subsidiary Guarantor, upon the sale or other disposition of that Capital Stock. (Cc) The Collateral Agent’s Liens upon the Collateral shall automatically no longer inure to the benefit of the Note Obligations at any time this Indenture no longer requires the Note Obligations to be secured by the Collateral and the Trustee has delivered to the Collateral Agent a written notice withdrawing Note Obligations as being secured under the Collateral Documents. (d) In addition to the foregoing, so long as no Default or Event of Default in either case relating to a failure to pay principal or interest on the Notes when due has occurred and is continuing, the obligations of the Partnership and the Subsidiary Guarantors to maintain the Note Obligations as First Lien Obligations or otherwise provide Liens on Collateral securing in accordance with this Article XI may be terminated by the Notes will be entitled Partnership subject to be released under satisfaction of any of the following circumstances: (1) the Security Requirement Period is not in effect; (2) upon payment in full of all outstanding Notes and all other amounts due under this Indenture and the Notes; (3) upon satisfaction and discharge of this Indenture as set forth under Article VIII; (4) upon a Legal Defeasance or Covenant Defeasance as set forth under Article VIII; or (5) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the Holders of at least two-thirds in principal amount of the Notes then outstanding. Under this Indenture, the Trustee, at the request of the Partnership, as the Senior Class Debt Representative in respect of the Note Obligations, will be required to provide any such consent on behalf of Holders to the extent any such modification or release is otherwise permitted under this Indenture, including as set forth under this Section 11.04(d). Upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with Section 9.02 of in the requirements specified in this Supplemental Indenture; or (2) if (a) , the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor Trustee shall provide a notice to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this IndentureCollateral Agent that the Note Obligations no longer constitute First Lien Obligations; provided that in the case of clause (1) above, the Trustee shall include in any such transferee notice that if a new Security Requirement Period comes into effect after the delivery of such notice, the Trustee shall promptly deliver a subsequent notice to the Collateral Trustee a fully executed pledge agreement substantially in Agent indicating that the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that Note Obligations constitute First Lien Obligations during such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Propertynew Security Requirement Period. (De) The Collateral Trustee Agent shall execute and deliver all such authorizations authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization authorization, instruction or instrument and take any such action) under the Collateral Documents or otherwise as shall reasonably may be required requested by the Collateral Trustee Partnership to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) 11.04(b), (c), and (Cd). (Ef) The TrusteeAt the request of the Partnership and upon delivery of the Opinion of Counsel and Officer’s Certificate provided for in this Section 11.04(f), at the Partnership’s cost and expense, the Trustee will execute and deliver any documents, instructions or instruments evidencing any permitted release by the Collateral Agent of the Liens on any Collateral in favor of the Collateral Agent and the Collateral Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instruction or instrument. The Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Officer’s Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Intercreditor Agreement, the Security Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture the Intercreditor Agreement and the Collateral Security Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (Cb) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) in the event of satisfaction and discharge of this Indenture pursuant to Section 9.01 or a Legal Defeasance or Covenant Defeasance described in Section 9.02 or Section 9.03; or (2) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture8.02; or (23) if (a) the Pledged and so long as a Collateral Suspension is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Propertyeffect. (Dc) The Collateral Trustee Agent shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required requested by the Collateral Trustee Controlling Agent (as defined in the Intercreditor Agreement) to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B12.03(a) and or (Cb). (Ed) The TrusteeAt the request of the Issuer and upon satisfaction of all applicable conditions to the permitted release of any Collateral (including the Collateral Agent’s receipt of any indemnity requested under Section 7.02), at the Issuer’s cost and expense, the Collateral Agent will execute and deliver any documents, instructions or instruments evidencing any permitted release of the Liens of the Collateral Agent on any Collateral. The Trustee and the Collateral Trustee Agent shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Security Documents. (e) The fair value of Collateral released from the Liens created by this Indenture and the Security Documents pursuant to the terms of this Section 12.03 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in Section 3.14(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents Subject to and agrees to the provisions of the Collateral Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms provisions of this Supplemental Indenture Indenture, the Collateral Agreements and the Intercreditor Agreement, and so long as no Event of Default shall have occurred and be continuing, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral Documents(other than as set forth in the Collateral Agreements and this Indenture), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. (Bb) The Collateral Trustee’s Liens upon Subject to compliance with the Collateral Agreements and Section 10.5 (if required), the Collateral indicated below, without further action on the part of the Company or the Trustee, shall automatically be released from the Liens created by the Collateral Agreements in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1i) with the consent all Collateral upon payment in full of the Holders Notes and all other Obligations under this Indenture, the Notes, the Collateral Agreements and the Note Registration Rights Agreement then due and owing, including pursuant to the redemption of all outstanding Notes or the repurchase by the Company and cancellation of all of the outstanding Notes, (ii) upon a sale or other disposition of Collateral pursuant to an Asset Sale made in accordance with Section 9.02 of this Supplemental Indenture4.13 hereof; orand provided further that only the Collateral subject to such Asset Sale shall be released, (2iii) if (a) the Pledged Collateral that is sold, transferred or otherwise disposed of in accordance with this Indenture, (iv) all or any portion of the Collateral upon the written consent of the holders not less than two-thirds of the aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), (v) all Collateral upon Legal Defeasance or Covenant Defeasance herein, (vi) upon release of a Guarantor in accordance with Section 10.11 hereof; the Collateral owned by the Pledgor such Guarantor shall be released; or (vii) as required pursuant to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form terms of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged PropertyIntercreditor Agreement. (Dc) The Collateral Trustee shall execute provide a written release of any Lien on any Collateral if it shall have received an Officers' Certificate certifying that all conditions precedent hereunder have been met and, in the event of a Covenant Defeasance or Legal Defeasance, such other documents required by Section 8.4 hereof. Upon compliance with the foregoing sentence and Section 10.5 (if required), the Trustee shall execute, deliver all such authorizations and other or acknowledge any necessary or proper instruments and take such actions of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements. (and d) The release of any Collateral from the Holders will terms of the Collateral Agreements shall not be deemed to have consented to impair the security under this Indenture and authorized of the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release Liens in favor of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent on the remaining Collateral in contravention of the provisions hereof and of the Collateral Trustee shall be entitled Agreements if and to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the extent such released Collateral is released pursuant to the terms of this Indenture and the Collateral DocumentsAgreements.

Possession, Use and Release of Collateral. (Aa) Each HolderUnless an Event of Default shall have occurred and be continuing, by accepting a Notesubject to the terms of the Security Documents and/or the Intercreditor Agreement, consents the Issuers and agrees the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Securities and any Subsidiary Guarantees (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Collateral Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as set forth in the possessionSecurity Documents and the Intercreditor Agreement), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income thereon. (b) Each HolderHolder of a Security, by accepting a Notesuch Security, consents acknowledges that (i) the Security Documents and agrees the Intercreditor Agreement shall provide that so long as any First Priority Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall have the exclusive right and authority to determine the release, sale, or other disposition with respect to the Collateral mayand to change, andwaive or vary the Security Documents and/or the Intercreditor Agreement, subject in the case of changes, waivers, or variances, to the conditions specified in the Security Documents and/or the Intercreditor Agreement and (ii) the holders of the First Priority Lien Obligations may (x) direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents and/or Intercreditor Agreement, without the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors so long as such modifications do not expressly violate the provisions of the Credit Agreement or this Indenture. Subject to the terms of the Security Documents and/or the Intercreditor Agreement, if at any time or from time to time Collateral which also secures the First Priority Lien Obligations is released or otherwise disposed of pursuant to the terms of the relevant governing documents, as applicable, shallsuch Collateral securing the Securities and any Subsidiary Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the First Priority Lien Obligations are repaid in full, the Collateral securing the Securities and the Guarantees shall not be released until such Event of Default and all other Events of Default shall have been cured or substituted otherwise waived except to the extent such Collateral was disposed of in order to repay the First Priority Lien Obligations. (c) At such time as (i) the First Priority Lien Obligations have been paid in full in cash in accordance with the terms thereof, and all commitments and letters of credit thereunder have been terminated, or (ii) the holders of First Priority Lien Obligations have released their First Priority Liens on all or any portion of the Collateral, the Note Liens on the Collateral shall also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this Supplemental sentence, if an Event of Default under this Indenture and exists as of the date on which the First Priority Lien Obligations are repaid in full or terminated as described in clause (i), the Note Liens on the Collateral Documentsshall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay First Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Securities) shall have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Note Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), or (y) in the case of clause (ii) of this sentence, if the First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Securities and any Subsidiary Guarantees shall then be secured by a Note Lien on such Collateral, to the same extent provided pursuant to the Security Documents and/or Intercreditor Agreement as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other First Priority Lien Obligations which are secured by assets of the Issuers and/or their Domestic Subsidiaries of the type constituting Collateral, then the Securities shall be secured at such time by a Note Lien on the collateral securing such First Priority Lien Obligations (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral and other provisions set forth in the Security Documents and/or Intercreditor Agreement as then in effect immediately prior to the release of the Liens on the Collateral. (Bd) The Collateral Trustee’s Liens upon Notwithstanding the Collateral shall automatically be released provisions set forth in wholethis Section 10.3, upon payment in full the Company and discharge of all outstanding Secured Obligations its Subsidiaries may, without any release or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral Agent to the extent permitted pursuant to the Security Documents, the Intercreditor Agreement and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsIndenture.

Possession, Use and Release of Collateral. (Aa) Unless an Event of Default shall have occurred and be continuing, subject to the terms of the Security Documents, the Company and the Guarantor will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes and the Guarantee (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and under the control of the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon. (b) Each Holder, by accepting a such Note, consents acknowledges that (i) the Security Documents shall provide that so long as any Senior Lender Claims (or any commitments or letters of credit in respect thereof) are outstanding, the holders of Senior Lender Claims shall have the exclusive right and agrees authority to determine the release, sale, or other disposition with respect to the provisions Collateral and to change, waive or vary the Security Documents, and (ii) the Trustee or Holders will not be entitled to take any action whatsoever with respect to the Collateral and the holders of the Senior Lender Claims may (x) direct the Collateral Agent to take, or may take on behalf of the Collateral Documents and this Indenture governing Agent, actions with respect to the possession, use and Collateral (including the release of Collateral. Each Holderthe Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents, by accepting a Notewithout the consent of the Holders or the Trustee, consents to secure additional Indebtedness and agrees that Collateral may, and, as applicable, shall, be released or substituted additional secured creditors in accordance with the terms hereof and thereof. Subject to the terms of the Security Documents, if at any time or from time to time Collateral that also secures the Senior Lender Claims is released or otherwise disposed of pursuant to the terms of the relevant governing documents, as applicable, such Collateral securing the Notes and any Guarantee shall be automatically released or disposed of; provided, however, that if an Event of Default under this Supplemental Indenture exists as of the date on which the Senior Lender Claims are repaid in full, the Collateral securing the Notes and the Guarantee shall not be released until such Event of Default and all other Events of Default shall have been cured or otherwise waived except to the extent such Collateral Documentswas disposed of in order to repay the Senior Lender Claims. Each Holder of a Note, by accepting such Note, directs the Collateral Agent to take such actions as directed by the holders of the Senior Lender Claims in accordance with this Section 11.03(b). (Bc) The Collateral Trustee’s Liens upon At such time as (i) the Collateral shall automatically be released in whole, upon payment Senior Lender Claims have been paid in full and discharge of all outstanding Secured Obligations or in cash in accordance with the final paragraph terms thereof, and all commitments and letters of Section 9.01credit thereunder have been terminated, or (ii) the holders of Senior Lender Claims have released their Senior Liens on all or any portion of the Collateral, the Junior Liens on the Collateral shall also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this sentence, if an Event of Default under this Indenture exists as of the date on which the Senior Lender Claims are repaid in full or terminated as described in clause (i), the Junior Liens on the Collateral shall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the Senior Lender Claims secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Notes) shall have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Junior Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), or (y) in the case of clause (ii) of this sentence, if the Senior Lender Claims (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and the Guarantee shall then be secured by a Junior Lien on such Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Senior Lender Claims that are secured by assets of the Company and/or its Restricted Subsidiaries of the type constituting Collateral, then the Notes shall be secured at such time by a Junior Lien on the collateral securing such Senior Lender Claims (to the extent such assets are of the type that constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral and other provisions set forth in the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. (Cd) In addition to Notwithstanding the foregoingprovisions set forth in this Section 11.03, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the Company and its Subsidiaries may, without any release or consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral Agent to the extent permitted pursuant to the Security Documents and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsIndenture.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Intercreditor Agreement, the Security Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture the Intercreditor Agreement and the Collateral Security Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (Cb) In addition to the foregoing, Liens on Collateral securing the Notes Note Obligations will be entitled to be released under the following circumstances: (1) : • in connection with a transaction that complies with Section 4.12 or in connection with a transaction that does not constitute an Asset Sale; • in the consent event of the Holders in accordance with Section 9.02 defeasance or discharge of this Supplemental IndentureIndenture as described under Sections 9.01, 9.02 and 9.03; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially • in the form of event the Pledge Agreement with respect to the Pledged Collateral Notes obtain an Investment Grade Rating as described under Section 12.10; or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property• as described under Article 8. (Dc) The Collateral Trustee Agent shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required requested by the Collateral Trustee Controlling Agent (as defined in the Intercreditor Agreement) to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B12.03(a) and or (Cb). (Ed) The TrusteeAt the request of the Issuer and upon satisfaction of all applicable conditions to the permitted release of any Collateral (including the Collateral Agent’s receipt of any indemnity requested under Section 7.02), at the Issuer’s cost and expense, the Collateral Agent will execute and deliver any documents, instructions or instruments evidencing any permitted release of the Liens of the Collateral Agent on any Collateral. The Trustee and the Collateral Trustee Agent shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Security Documents. (e) The fair value of Collateral released from the Liens created by this Indenture and the Security Documents pursuant to the terms of this Section 12.03 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in Section 3.14(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Ai) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Security Documents and this Indenture governing the possession, use and release of Collateral. Each Without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted only in accordance with the terms of this Supplemental Indenture and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Security Documents. (ii) Without limiting the provisions of Section 11.03(a) and subject to the provisions of the Intercreditor Agreement and each other Security Document applicable to such Collateral: (1) unless an Event of Default has occurred and is continuing, the Trustee shall release, or instruct the Collateral Agent to release, as applicable, the Liens and security interests created by this Indenture and the Security Documents on any portion of Collateral subject to an Asset Sale (Collateral so released, the "Released Interest") upon compliance with the condition that the Company deliver to the Trustee the following: (I) a notice from the Company requesting the release of the Released Interest: (A) describing the proposed Released Interest; (B) specifying the fair market value of such Released Interest on a date within 60 days of such notice (the "Valuation Date"); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interest; (D) stating that the release of such Released Interest will not interfere with the Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (E) in the event that any assets other than cash, Cash Equivalents or Foreign Cash Equivalents comprise a portion of the consideration received in such Asset Sale, specifically describing such assets; (II) an Officers' Certificate stating that: (A) such Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 4.15; (C) there is no Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or an Event of Default; (E) the sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Company or, in the event that such sale is to a Person that is an Affiliate of the Company, is being made in accordance with Section 4.11; (F) Net Cash Proceeds from the Asset Sale of any of the Released Interest shall either be (1) deposited in the Collateral Account, and have been or will be applied in accordance with Section 4.15 or (2) applied in accordance with Section 4.15 hereof substantially concurrent with such Asset Sale; and (G) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; (III) the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee or the Collateral Agent pursuant to this Indenture; (IV) all documentation necessary or reasonably requested by the Trustee to grant to the Collateral Agent a security interest in and Lien on all assets (other than cash, Cash Equivalents or Foreign Cash Equivalents) comprising a portion of the consideration received in such Asset Sale, if any; and (V) all documentation required by the TIA (including without limitation TIA § 314(d)) prior to the release of Collateral by the Trustee or the Collateral Agent; (2) unless an Event of Default has occurred and is continuing, the Company or the applicable Guarantor will have the right to remain in possession and retain exclusive control of the Collateral (other than any cash, securities, obligations and Cash Equivalents and Foreign Cash Equivalents constituting part of the Collateral and deposited with the Trustee or the Collateral Agent), to sell inventory in the ordinary course of business, to freely operate the Collateral and to collect, invest and dispose of any income thereon; and (3) notwithstanding the provisions of Section 11.03(a)(ii)(2), so long as no Default has occurred and is continuing or would result therefrom, the Company and the Guarantors may, among other things, without any release or consent by the Trustee or Collateral Agent, conduct ordinary course activities with respect to the Collateral in accordance with the provisions of this Indenture and the applicable Security Documents, including, without limitation, (I) (i) transferring any asset subject to the Lien of the Security Documents which has become worn out or obsolete and which either has an aggregate fair market value of $100,000 or less, or which is replaced by an asset of substantially equivalent or greater value which becomes subject to the Lien of the Security Documents as Collateral and (ii) the sale, issuance, conveyance, lease, assignment or other transfer (each, a "Transfer") of Collateral, which Transfer would not be deemed an Asset Sale pursuant to clauses (1) through (8) of of the proviso contained in the definition of "Asset Sale"; (II) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; and (III) demolishing, dismantling, tearing down, scrapping or abandoning any Collateral if, in the good faith opinion of the Board of Managers of the Company, as evidenced by a Board Resolution such demolition, dismantling, tearing down, scrapping or abandonment is in the best interest of the Company or such Guarantor and would not adversely affect in any material respect the rights of the Holders of the Notes under this Indenture and the Security Documents. The Trustee will execute or instruct the Collateral Agent to execute, as applicable, all documents reasonably requested by the Company to confirm the release from the Lien of this Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with Section 11.03(c). In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.03(a)(ii)(1) or (3) may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company requests in writing that the Trustee furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, and the Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.03(a)(ii)(1) or (3) (which, in the case of Section 11.03(a)(ii)(3), shall include receipt of an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the assets or property affected thereby, and stating that such assets or assets or property are property which by the provisions of Section 11.03(a)(ii)(3) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Guarantor without any release or consent of the Trustee or Collateral Agent), the Trustee shall promptly execute, acknowledge and deliver to the Company or instruct the Collateral Agent to execute, acknowledge and deliver to the Company, as applicable, such an instrument in the form provided by the Company, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company may reasonably request and as necessary to effect such release. Neither the Company nor any Guarantor shall Transfer any Collateral to any Person other than to the Company, a Guarantor or a Person which will become a Guarantor simultaneously with such Transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 11.03(a)(ii) or such Transfer has been conducted in accordance the provisions of Section 11.03(a)(ii)(3). Notwithstanding the foregoing provisions of this Section 11.03, the release of any Collateral from the Lien and security interest created by this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. (b) The fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1). It is expressly understood that Section 11.08 and this Section 11.03 relate only to the Company's and the Guarantors' obligations under the TIA and shall not restrict or otherwise affect the Company's and the Guarantors' rights or abilities to release Collateral pursuant to the terms of the Credit Facility and the Security Documents or as otherwise permitted by the Lenders. (c) If any conflict or inconsistency exists between this Section 11.03 and the Intercreditor Agreement or any other applicable Security Documents, the Intercreditor Agreement and the applicable Security Documents shall govern.

Possession, Use and Release of Collateral. (Aa) Each HolderAll payments received on any Collateral, by accepting including on the Technocom Preferred Stock or in respect of any Qualified Investments or Intercompany Notes that constitute Collateral, shall be promptly deposited, without commingling prior to such deposit, in the Company Convertible Note Escrow Account and will also constitute Collateral and be subject to a Notefirst priority perfected lien in favor of the Trustee and the Holders of the Notes. All funds deposited in the Company Convertible Note Escrow Account shall be invested at the direction of the Company, consents except during the continuance of a Default or an Event of Default, and agrees at the direction of the Trustee during the continuance of a Default or an Event of Default, in Eligible Cash Equivalents pursuant to the provisions terms and conditions of and in the manner provided for in the Company Convertible Note Escrow Account Agreement. (b) Funds or Eligible Cash Equivalents in the Company Convertible Note Escrow Account may, subject to subsections (f) and (g) below, be utilized (i) to pay when due principal of, premium, if any, interest (including Additional Amounts, if any, and Special Interest, if any) on, and any other amounts due in respect of, the Notes; or (ii) to make Qualified Investments if such Qualified Investments are made in a manner which complies with subsection (c) below; or (iii) to make an intercompany loan to a Leasing Company evidenced by an Intercompany Note (which will constitute Collateral), so long as such Leasing Company thereafter utilizes the funds received to make Qualified Investments in a manner which complies with subsection (c) below. (c) A Qualified Investment shall be deemed to have been made in compliance with this subsection (c) if, in respect of such Qualified Investment, the following conditions are satisfied, and the Trustee shall have received an Officer's Certificate of the Company to such effect: (i) no Default or Event of Default has occurred and is continuing, or will occur as a result thereof; (ii) a Lien on the Qualified Investment is granted to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Notes and the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes so long as the Senior Notes are outstanding to secure (iii) the entity in which such Qualified Investment is made has all licenses, registrations and permits necessary to operate the Telecommunications Business in which it is engaging or proposes to engage on the date of such Qualified Investment; (iv) all licenses, registrations and permits required for such Qualified Investment and such Liens have been obtained; and (v) appropriate Collateral Documents have been executed and delivered and properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be created therein. The Company shall also deliver (x) an Opinion of Counsel covering clause (v) above in the form and substance reasonably satisfactory to the Trustee, and (y) such other documents as may be required by the Collateral Documents. (d) Subject to subsections (f) and (g) of this Section 11.4, Collateral may be released from the Liens created by the Collateral Documents and this Indenture governing (a) upon payment in full of the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted Notes in accordance with the terms of the Notes and this Supplemental Indenture and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full other obligations then due and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released owing under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is soldNotes, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents; (b) with respect to inventory, upon the sale of such inventory in the ordinary course of business; (c) with respect to Collateral sold or disposed of in an Asset Sale if such sale or other disposition is not prohibited under this Indenture and if the Net Cash Proceeds of such sale or other disposition are applied as provided in Section 4.8 hereof; (d) with respect to amounts in the Company Convertible Note Escrow Account consisting of Net Cash Proceeds of Asset Sales, upon the expenditure of such cash if such expenditure is made in accordance with this Indenture; and (e) with respect to other amounts in the Company Convertible Note Escrow Account other than the Net Cash Proceeds of any Asset Sale, including payments received on the Technocom Preferred Stock, Qualified Investments or Intercompany Notes that constitute Collateral, if the procedures described in this Section 11.4 are complied with; provided that all such releases described above are in compliance with the Trust Indenture Act. (e) In the event of any Asset Sale, the Company or the relevant Restricted Subsidiary shall cause the Net Cash Proceeds derived or resulting from any Asset Sale that involves any Collateral to be deposited in the Company Convertible Note Escrow Account on or before the Business Day following the fifth Business Day on which such Net Cash Proceeds are received by the Company or such Restricted Subsidiary. In the event that the Company or the relevant Restricted Subsidiary engages in an Asset Sale with respect to Collateral which is permitted by this Indenture and the Collateral Documents (or the Company designates a Guarantor to be an (f) Notwithstanding any provision of Section 11.5 to the contrary, the disposition of inventory in the ordinary course of the Company's and Guarantors' businesses, as applicable, may be made without delivery to the Trustee of certificates required by the Trust Indenture Act. However, in lieu thereof, the Company will be required to deliver semi-annual Officers' Certificates to the effect that all such dispositions have been made in the ordinary course of the applicable Company's or Guarantors' business and that the proceeds therefrom have been applied in a manner permitted by the Indenture. The Trustee shall, in the absence of negligence or bad faith on its part, be entitled to rely on such Officers' Certificates and Opinions of Counsel with respect to the Company's and the Guarantors' compliance with the collateral release provisions of this Indenture. (g) The release of any Collateral from the terms of the Collateral Documents, or the release, in whole or in part, of the Liens created by the Collateral Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions thereof and of the Collateral Documents if and to the extent that the Collateral is released pursuant to this Indenture and the Collateral Documents. In connection with the release of Collateral, the Trustee shall determine whether it has received all documentation required by Section 314(d) of the Trust Indenture Act to permit such release.

Possession, Use and Release of Collateral. (Aa) Each HolderAll of the proceeds of the Secured Notes shall be deposited in the Issuer Escrow Account and shall be subject to a first priority Lien. All funds deposited in the Issuer Escrow Account representing proceeds of the Secured Notes constitute Collateral and will, by accepting at the direction of the Issuer except during the continuance of a NoteDefault or an Event of Default and at the direction of the Trustee during the continuance of a Default or an Event of Default, consents be invested in Temporary Cash Equivalents (such cash and agrees Temporary Cash Equivalents, together with interest, dividends and distributions thereof, the "Issuer Escrowed Property"), in the manner provided for in the Issuer Escrow Agreement. No funds shall be released from the Issuer Escrow Account except as provided herein and in the Issuer Escrow Account Agreement. The Issuer Escrow Account and the Issuer Escrowed Property shall be pledged to, and be under the sole dominion and control of the Trustee acting for its benefit and the benefit of the Holders of Secured Notes. Pursuant to the provisions Issuer Escrow Agreement and this Indenture, the Issuer is required to, and the Issuer shall enter up to ten separate loan agreements with the Company (each an "Issuer Loan Agreement"). Each Issuer Loan Agreement will be secured by Liens pursuant to a mortgage (each a "Mortgage") on a separate drilling rig or drillship (each a "Mortgaged Rig") or, if such Mortgaged Rig is under construction but not yet flagged on the Issue Date, Liens on the construction contract and equipment purchased by the Company for such Mortgaged Rig. The purpose of each loan made under an Issuer Loan Agreement (an "Issuer Loan") will be only as follows: (i) Financing all or a portion of the Collateral Documents and this Indenture governing cost of acquiring, constructing, altering, improving or repairing the possessionMortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig; or (ii) Financing all or any part of the purchase price of the Mortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig, use and release which Issuer Loan is incurred prior to or within one year after the later of Collateral. Each Holderthe completion of construction, by accepting a Notealteration, consents and agrees that Collateral may, and, as applicable, shall, be released improvement or substituted in accordance with repair or the terms commencement of this Supplemental Indenture and the Collateral Documentscommercial operations thereof. (Bb) The Collateral Trustee’s Liens upon To the Collateral shall automatically be released in wholeextent that the Mortgaged Rig is under construction and not yet flagged, upon payment in full and discharge of all outstanding Secured Obligations or in accordance the Company will secure the Issuer Loans with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under construction contract and the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of equipment purchased by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this IndentureCompany for such Mortgaged Rig; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of Liens on equipment purchased by the Mortgagor Company for a Mortgaged Rig that has not yet been mortgaged do not have to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be perfected until required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, but only after the Collateral Agent later to occur of one year after the Issue Date or the completion date for such Mortgaged Rig as scheduled on the Issue Date. Each Issuer Loan will be made in two tranches. One tranche of each Issuer Loan (the ``7-year Tranche'') will bear interest at the rate equal to the interest rate for the 7-year Secured Notes plus 2 basis points per annum and the Collateral Trustee shall other tranche (the ``10-year Tranche'') will bear interest at the rate equal to the interest rate for the 10-year Secured Notes plus 2 basis points per annum. Each Issuer Loan Agreement may also provide for a commitment fee on the undrawn portion of the Issuer Loan. The Company will be entitled required to receive an Opinion of Counsel and Officers’ Certificate repay the Issuer Loans in whole or in part if the Issuer redeems or is required to redeem or purchase Secured Notes. In connection with any release of Liens evidencing compliance Issuer Escrowed Property to fund an Issuer Loan, such release will be conditioned on the substantially concurrent recording of a Mortgage or other security document against the Mortgaged Rig or the construction contracts and equipment purchased by the Company for the uncompleted Mortgaged Rig, as applicable, and the satisfaction of certain other conditions set forth in this Indenture and Issuer Escrow Agreement, including delivery of appropriate legal opinions and certificates required by the Trust Indenture Act. The Issuer will not be entitled to withdraw the Issuer Escrowed Property (other than certain minimal amounts for the Issuer) for any purposes other than the making of Issuer Loans or the repayment of principal (whether at maturity, upon redemption, by declaration of acceleration or otherwise), premium, if any, and interest on the Secured Notes. One hundred million dollars ($100,000,000) of the proceeds of the Issuer Loan for the Mortgaged Rig Deepwater Millennium will be deposited by the Company in the Company Escrow Account established by the Company pursuant to the Company Escrow Agreement. The Company will not be able to withdraw such funds (the ``Company Escrowed Property'') until the Deepwater Millennium Mortgaged Rig is completed and a Mortgage has been placed thereon and become perfected. (c) As security for an Issuer Loan, the Company will xxxxx x Xxxx on a Mortgaged Rig, or the construction contract and equipment purchased by the Company (with respect to the Deepwater Millennium and Deepwater IV) and in the case of the Deepwater Millennium the Company Escrow Account and the Company Escrowed Property, and all proceeds of the foregoing, including all its policies and contracts of insurance taken out from time to time in respect of its Mortgaged Rig, pursuant to a Mortgage or other appropriate Security Agreement issued by the Company in favor of the Issuer. These Mortgages and Security Agreements will contain covenants pursuant to which the Company, among other things, will be prohibited from selling, further mortgaging or transferring any of its interest in such Mortgaged Rig (other than as permitted under the Indenture). Upon completion and flagging of the Deepwater Millennium22 and the Deepwater IV, the Company will be required to xxxxx x Xxxx pursuant to a Mortgage on the respective Mortgaged Rig. Contemporaneous with the granting of the Mortgage on the Deepwater IV, the Issuer Loan secured by the Deepwater IV will be increased in exchange for a reduction in the outstanding amounts of the Issuer Loans secured by certain other Mortgaged Rigs pursuant to the terms of this Indenture and the Collateral Documentsapplicable Issuer Loan Agreement therefor.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents Subject to the terms of the Lien Subordination Agreement and agrees the Company and the Subsidiary Guarantors will have the right to remain in possession of the Collateral securing the Notes and any Subsidiary Guarantees (other than any Collateral deposited with the agent in accordance with the provisions of the Credit Documents and other than as set forth in the Lien Subordination Agreement and the Collateral Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon. (b) Each Holder of a Note, by accepting such Note, acknowledges that (i) Lien Subordination Agreement and the Collateral Documents shall provide that so long as any Priority Lien Obligations are outstanding, the holders thereof shall have the exclusive right and authority to determine the release, sale, or other disposition with respect to the Collateral and to change, waive or vary the Collateral Documents, subject in the case of changes, waivers, or variances, to the conditions specified in the Collateral Documents and (ii) the holders of the Priority Lien Obligations may (x) direct the Trustee to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders and (y) agree to modify the Priority Lien Security Documents, without the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors so long as such modifications do not expressly violate the provisions of the Lien Subordination Agreement, the Credit Agreement or this Indenture. Subject to the terms of the Collateral Documents, if at any time or from time to time Collateral which also secures the Priority Lien Obligations is released or otherwise disposed of pursuant to the Lien Subordination Agreement, such Collateral securing the Notes and any Subsidiary Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture governing exists or any Note Obligation remains outstanding as of the possessiondate on which the Priority Lien Obligations are repaid in full, use the Note Liens on the proceeds from the sale, transfer or other disposition of such Collateral securing the Notes and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, the Subsidiary Guarantees shall not be released until such event of Default and all other Events of Default shall have been cured or substituted otherwise waived and all such outstanding Note Obligations are paid in full in accordance with the terms of this Supplemental Indenture and Indenture, except to the extent such Collateral Documentswas disposed of in order to repay the Priority Lien Obligations. (Bc) The Collateral Trustee’s Liens upon At such time as (i) the Collateral shall automatically be released in whole, upon payment Priority Lien Obligations have been paid in full and discharge of all outstanding Secured Obligations or in Cash in accordance with the final paragraph terms thereof, and all commitments and letters of Section 9.01. (C) In addition credit thereunder have been terminated, or collateralized to the foregoingsatisfaction of the holders thereof, or (ii) the holders of Priority Lien Obligations have released their Priority Liens on all or any portion of the Collateral, the Note Liens on the Collateral securing shall also be automatically released to the Notes will be entitled to same extent; provided, however, that (x) in the case of clause (i) of this sentence, if an Event of Default under this Indenture exists or any Note Obligation remains outstanding as of the date on which the Priority Lien Obligations are repaid in full or terminated as described in clause (i) the Note Liens on the proceeds from the sale, transfer or other disposition of the Collateral shall not be released under except to the following circumstances: extent the Collateral or any portion thereof was disposed of in order to repay Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (1) with acting at the consent direction of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2a majority of outstanding principal amount of Notes) if (a) shall have the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor exclusive right and authority to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, direct the Collateral Agent and to foreclose upon the Collateral Trustee (but in such event, the Note Liens shall be entitled released when such Event of Default and all other Events of Default under this Indenture cease to receive an Opinion of Counsel exist and Officers’ Certificate all such outstanding Note Obligations are paid in connection with any release of Liens evidencing compliance full in accordance with the terms of this Indenture Indenture) or (y) in the case of clause (ii) of this sentence, if the Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and any Subsidiary Guarantees shall then be secured by a Note Lien on such Collateral, to the same extent provided pursuant to the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Priority Lien Obligations which are secured by assets of the Company, the Subsidiary Guarantors and/or their Domestic Restricted Subsidiaries of the type constituting Collateral, then the Notes and the Subsidiary Guarantees shall be secured at such time by a Note Lien on the collateral securing such Priority Lien Obligations (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Documentsand other provisions set forth in the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. (d) Notwithstanding the provisions set forth in this Section 11.3, the Company and its Subsidiaries may, without any release or consent by the Trustee, take any and all actions in the ordinary course of business in respect of the Collateral to the extent permitted under the Collateral Documents and this Indenture.

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the rights of the collateral agent under the First-Priority Security Documents in the case of an event of default thereunder and subject to the rights of the Collateral Agent under the Second-Priority Security Documents in the case of an Event of Default, by accepting a Noteand subject to the terms and conditions in any agreements governing Senior Debt, consents this Indenture and agrees the Security Documents, AirGate and the Guarantors will have the right to remain in possession and retain control of the Collateral (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the collateral agent for the lenders under any agreements governing Senior Debt or the Collateral Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as set forth in the possessionSecurity Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. Each Holder, by accepting a Note, consents and agrees that any income therefrom. (b) Collateral may, may (and, as applicable, shall, ) be released or substituted only in accordance with the terms of this Supplemental Indenture the Intercreditor Agreement and the Second-Priority Security Documents or this Section 10.3. Upon any disposition of Collateral Documentspursuant to and in compliance with Sections 4.10, 10.4 and 10.5, or pursuant to a transaction that does not constitute an "Asset Sale" or otherwise violate any provision of this Indenture, such Collateral shall be sold free and clear of any lien under the Second-Priority Security Documents and automatically released from the provisions thereof. (Bc) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of any Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with from the terms of this Indenture and the Second-Priority Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral Documentsis released pursuant to the terms of the Intercreditor Agreement, the Second-Priority Security Documents or this Section 10.3. (d) Any request by AirGate for the Trustee or the Collateral Agent to execute a release of any Collateral from the terms of this Indenture shall be made pursuant to the terms of Section 10.5 of this Indenture.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees Subject to the provisions rights of the Collateral Documents Trustee under the Security Documents, and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with subject to the terms of and conditions in any agreements governing this Supplemental Indenture and the Security Documents, AirGate and the Guarantors will have the right to remain in possession and retain control of the Collateral, to freely operate the Collateral Documentsand to collect, invest and dispose of any income therefrom. (Bb) The AirGate and the Guarantors, as the case may be, shall have the right to obtain a release of items of Collateral Trustee’s Liens upon subject to a sale or disposition from the Lien of the Security Documents (the "Released Collateral"), and the Collateral Agent shall automatically be released in whole, upon payment in full release such Released Collateral from the Lien of the relevant Security Document and discharge of all outstanding Secured Obligations reconvey the Released Collateral to AirGate or in accordance with the final paragraph of Section 9.01. (C) In addition applicable Guarantor if AirGate delivers to the foregoing, Liens on Collateral securing Agent the Notes will be entitled to be released under the following circumstancesfollowing: (1) a notice from AirGate requesting the release of Released Collateral, (i) specifically describing the proposed Released Collateral, (ii) stating that such Released Collateral is to be sold and that the consideration to be received in respect of the Released Collateral is at least equal to the fair market value of the Released Collateral and that such consideration is also to be made subject to the Lien of the Security Documents to the extent required by this Indenture, (iii) confirming the sale of, or an agreement to sell, such Released Collateral in a bona fide sale to a person that is not an Affiliate of AirGate or, in the event that such sale is to a person that is an Affiliate, confirming that such sale is made in compliance with Section 4.11 and (iv) certifying that if the sale of such Released Collateral constitutes an Asset Sale, such Asset Sale complies with the consent of the Holders in accordance with Section 9.02 terms and conditions of this Supplemental IndentureIndenture with respect thereto, including, without limitation, the applicable provisions of Section 4.10; orand (2) if an Officers' Certificate stating that (ai) such sale covers only the Pledged Released Collateral is sold, transferred or otherwise disposed of by the Pledgor such other property that does not constitute Collateral subject to the Issuer sale or a Wholly Owned Subsidiary disposition, (ii) after giving effect to such sale or disposition, there is no Default or Event of Default in effect or continuing on the date thereof and the release of the Collateral will not result in a transaction permitted by Default or Event of Default under this Indenture; , and (iii) all conditions precedent in this Indenture, the Security Documents and the indenture and security documents governing the Second Priority Notes relating to the release in question have been complied with by AirGate and, in the event that there is to be a substitution of property for the Released Collateral subject to an Asset Sale, all documentation necessary to effect the substitution of such new Collateral and to subject such new Collateral to the Lien of the relevant Security Documents have been provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in Agent. Upon compliance by AirGate with the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trusteeconditions precedent set forth above, the Collateral Agent shall cause to be released and reconveyed to AirGate or the applicable Guarantor the Released Collateral without recourse by executing a release in the form provided by AirGate or the applicable Guarantor and reasonably acceptable to the Collateral Agent. (c) AirGate and the Collateral Trustee Guarantors, as the case may be, shall be entitled to receive obtain a release of, and the Collateral Agent shall release from the Lien of the Security Documents, items of Collateral subject to an Event of Loss, upon compliance with the conditions precedent that AirGate shall have delivered to the Collateral Agent the following: (1) an Officers' Certificate of AirGate certifying that (A) such Collateral is the subject of an Event of Loss and the amount of the Net Loss Proceeds, and (B) all conditions precedent to such release have been complied with; and (2) an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with substantially to the terms of this Indenture and the Collateral Documents.effect:

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the terms of the Security Documents, by accepting a Notethe Issuer, consents the Guarantors and agrees the Subordinated Guarantor will have the right to remain in possession and retain control of the Collateral securing the Notes, the Guarantees and the Subordinated Guarantee (other than cash or any securities constituting part of the Collateral and deposited with the Collateral Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as otherwise set forth in the possessionSecurity Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income therefrom. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that the Security Documents shall provide that so long as any First Priority Obligations (or any commitments or letters of credit in respect thereof) are in effect, (i) the holders thereof may amend, waive, modify or vary the Security Documents and agrees that the Intercreditor Agreement without the consent of the Trustee or any Holder, unless such amendment, waiver or modification materially adversely affects the rights of the Holders of the Notes as such and not the other secured creditors in a like or similar manner and (ii) the holders of the First Priority Obligations may (x) direct the Collateral mayAgent to take actions with respect to the Collateral (including, subject to the proviso contained in Section 12.03(c)(1), the release of all or any of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents and the Intercreditor Agreement, without the consent of the Trustee or any Holder, to secure additional extensions of credit and add additional secured parties (including, without limitation, adding additional secured parties with First Priority Liens or additional secured parties with junior priority Liens), so long as such modifications do not expressly violate the provisions of the Credit Agreement or Article IV or V of this Indenture and, as applicablein the case of clause (c), shallthe Trustee has received an Officers' Certificate from the Issuer certifying such non-contravention. If the Trustee is so requested by the Collateral Agent, the Trustee shall (or shall instruct the Collateral Agent to) execute and deliver UCC 3 termination statements and such other agreements and documents in furtherance of the foregoing. (c) In addition to subsection (b), subject to subsection (d) of this Section 12.03, Collateral may be released from the Lien and security interest created by the Security Documents at any time or substituted from time to time in accordance with the terms provisions of this Supplemental Indenture the Security Documents, the Intercreditor Agreement or as provided hereby. Whether prior to or after the discharge of the First Priority Obligations, upon the request of the Issuer pursuant to an Officers' Certificate certifying that such circumstances shall exist and without the consent of any Holder of the Notes, the Issuer, the Guarantors and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes Subordinated Guarantor will be entitled to be released releases of any asset or property constituting Collateral from the Liens created by the Security Documents securing the Notes, the Guarantees and the Subordinated Guarantee under any one or more of the following circumstances: (1) with if all other Liens on such asset or property securing First Priority Obligations are released (including, without limitation, in the consent event of the Holders repayment in full of all First Priority Obligations in cash in accordance with the terms thereof); PROVIDED that the Second Priority Liens will not be released until, in the case where a Default or Event of Default shall have occurred and be continuing under this Indenture, such time as such Default or Event of Default is cured or waived; (2) to enable the Issuer or any Restricted Subsidiary to consummate Asset Dispositions not prohibited under Section 9.02 4.12 hereof; (3) if a Subsidiary, all of this Supplemental Indenturethe Capital Stock or other securities of which is pledged to the Collateral Agent, is released from its Guarantee or Subordinated Guarantee, as the case may be, such Capital Stock or securities may be released; (4) if any Subsidiary that is a Guarantor or the Subordinated Guarantor is released from its Guarantee or Subordinated Guarantee, respectively, that Subsidiary's assets will also be released; or (25) as provided in the Intercreditor Agreement or the Security Documents. Upon receipt of such Officers' Certificate, the Trustee shall pursuant to the Security Documents and the Intercreditor Agreement if (a) the Pledged Collateral is sold, transferred or otherwise disposed of so requested in writing by the Pledgor Collateral Agent, execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release (including Uniform Commercial Code termination statements on Form UCC-3) to evidence the release of any Collateral or other assets of the Issuer, the Guarantors and the Subordinated Guarantor permitted to be released pursuant to this Indenture, the Security Documents or the Intercreditor Agreement. Except as otherwise provided in Section 12.03(b), the Trustee shall not be required to take any action relating to the Issuer or a Wholly Owned Subsidiary in a transaction permitted release of the Collateral from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the Officers' Certificate required by this Indenture; provided that such transferee shall promptly deliver Section 12.03 has been delivered to the Trustee. (d) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is soldAgent, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders of Notes, except as otherwise provided for in Section 12.04(B) and (C)the Intercreditor Agreement. (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the terms of the Lien Subordination Agreement and the Collateral Documents, by accepting a Note, consents the Company and agrees the Subsidiary Guarantors will have the right to remain in possession of the Collateral securing the Notes and any Subsidiary Guarantees (other than any Collateral deposited with the agent in accordance with the provisions of the Credit Agreement and other than as set forth in the Lien Subordination Agreement and the Collateral Documents Documents), to freely operate the Collateral and this Indenture governing the possessionto collect, use invest and release dispose of Collateral. any income thereon. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that (i) the Lien Subordination Agreement and agrees the Collateral Documents shall provide that so long as any Priority Lien Obligations are outstanding, the holders thereof shall have the exclusive right and authority to determine the release, sale, or other disposition with respect to the Collateral mayand (ii) the holders of the Priority Lien Obligations may (x) direct the Trustee to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders and (y) agree to modify the Priority Lien Security Documents, andwithout the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors so long as applicablesuch modifications do not expressly violate the provisions of the Lien Subordination Agreement, shallthe Credit Agreement or this Indenture. Subject to the terms of the Collateral Documents, if at any time or from time to time Collateral which also secures the Priority Lien Obligations is released or otherwise disposed of pursuant to the Lien Subordination Agreement, such Collateral securing the Notes and any Subsidiary Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists or any Note Obligation remains outstanding as of the date on which the Priority Lien Obligations are repaid in full, the Note Liens on the proceeds from the sale, transfer or other disposition of such Collateral securing the Notes and the Subsidiary Guarantees shall not be released until such event of Default and all other Events of Default shall have been cured or substituted otherwise waived and all such outstanding Note Obligations are paid in full in accordance with the terms of this Supplemental Indenture and Indenture, except to the extent such Collateral Documentswas disposed of in order to repay the Priority Lien Obligations. (Bc) The Collateral Trustee’s Liens upon At such time as (i) the Collateral shall automatically be released in whole, upon payment Priority Lien Obligations have been paid in full and discharge of all outstanding Secured Obligations or in Cash in accordance with the final paragraph terms thereof, and all commitments and letters of Section 9.01. (C) In addition credit thereunder have been terminated or collateralized to the foregoingsatisfaction of the holders thereof, or (ii) the holders of Priority Lien Obligations have released their Priority Liens on all or any portion of the Collateral, the Note Liens on the Collateral securing shall also be automatically released to the Notes will be entitled to same extent; provided, however, that (x) in the case of clause (i) of this sentence, if an Event of Default under this Indenture exists or any Note Obligation remains outstanding as of the date on which the Priority Lien Obligations are repaid in full or terminated as described in clause (i) the Note Liens on the proceeds from the sale, transfer or other disposition of the Collateral shall not be released under except to the following circumstances: extent the Collateral or any portion thereof was disposed of in order to repay Priority Lien Obligations secured by the Collateral, and thereafter, the Trustee (1) with acting at the consent direction of the Holders of a majority of outstanding principal amount of Notes) shall have the exclusive right and authority to foreclose upon the Collateral (but in such event, the Note Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist and all such outstanding Note Obligations are paid in full in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture Indenture) or (y) in the case of clause (ii) of this sentence, if the Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes and any Subsidiary Guarantees shall then be secured by a Note Lien on such Collateral, to the same extent provided pursuant to the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Priority Lien Obligations which are secured by assets of the Company, the Subsidiary Guarantors and/or their Domestic Restricted Subsidiaries of the type constituting Collateral, then the Notes and the Subsidiary Guarantees shall be secured at such time by a Note Lien on the collateral securing such Priority Lien Obligations (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Documentsand other provisions set forth in the Collateral Documents and the Lien Subordination Agreement as then in effect immediately prior to the release of the Liens on the Collateral. (d) Notwithstanding the provisions set forth in this Section 11.3, the Company and its Subsidiaries may, without any release or consent by the Trustee, take any and all actions in the ordinary course of business in respect of the Collateral to the extent permitted under the Collateral Documents and this Indenture.

Possession, Use and Release of Collateral. (Aa) Each HolderSubject to the terms of the Intercreditor Agreement and the other Security Documents, by accepting a Notethe Company and each Guarantor shall have the right to remain in possession and retain exclusive control of the Collateral (other than any cash, consents securities, obligations and agrees cash equivalents constituting part of the Collateral to the extent deposited with the Collateral Agent, or any agent of the Collateral Agent, in accordance with the provisions of the Collateral Security Documents and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income therefrom. (b) In the event of the release of Second Priority Liens on any property constituting Collateral pursuant to Section 12.04(e)(iii), the Collateral Agent will, at the Company’s expense, promptly execute and deliver to the Company or the applicable Guarantor such documents as the Company or such Guarantor shall reasonably request to evidence the release of such item of Collateral from the Second Priority Liens; provided that the Company shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of the Company to the effect that the relevant transaction is in compliance with this Indenture, the Intercreditor Agreement and the other Security Documents, and as to such other matters as the Trustee may reasonably request. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released from the Second Priority Liens shall be entitled to rely upon any release executed by the Trustee hereunder as sufficient for the purpose of this Indenture governing the possession, use and as constituting a good and valid release of Collateral. the property therein described from the Second Priority Liens. (c) Each HolderHolder of a Note, by accepting such Note, acknowledges and agrees that, so long as any First Priority Lien Obligations are outstanding, the holders of the First Priority Liens will control at all times all remedies and other actions related to the Collateral and the Second Priority Liens will not entitle the Collateral Agent, the Trustee or the Holders of any Notes to take any action whatsoever with respect to the Collateral. As a result, so long as any First Priority Lien Obligations are outstanding, neither the Collateral Agent nor the Trustee nor the Holders of the Notes will be able to force a sale of the Collateral or otherwise exercise remedies normally available to secured creditors without the concurrence of the holders of the First Priority Liens. (d) Each Holder of a Note, consents by accepting such Note, acknowledges and agrees that Collateral maythat, and, at such time as applicable, shall, be released or substituted (i) the First Priority Lien Obligations have been satisfied in full in cash in accordance with the terms thereof and all commitments and letters of credit thereunder have been terminated or (ii) the holders of the First Priority Liens have released their First Priority Liens on all or any portion of the Collateral, the Second Priority Liens will also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this Supplemental Indenture sentence, in the event that an Event of Default shall have occurred and be continuing as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (i), the Second Priority Liens on the Collateral will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral and, thereafter, the Trustee (acting at the direction of the Holders of a majority in outstanding principal amount of Notes) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but, in such event, the Second Priority Liens will be released when such Event of Default and all other Events of Default under this Indenture shall cease to exist), and (y) in the case of clause (ii) of this sentence, if the First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes will then be secured by the Second Priority Liens on such Collateral, to the same extent provided pursuant to the Security Documents. If the Company subsequently Incurs obligations under the Credit Agreement or other First Priority Lien Obligations which are secured by assets of the Company or the Guarantors of the type constituting Collateral, then the Second Priority Lien Obligations will be secured at such time by a Second Priority Lien on the collateral securing such First Priority Lien Obligations to the same extent provided by the Security Documents. (Be) The Collateral Trustee’s Each Holder of a Note, by accepting such Note, acknowledges and agrees that the Second Priority Liens upon the Collateral shall automatically will be released automatically and without the need for any further action by any Person (so long as such release is in wholecompliance with the Trust Indenture Act): (i) as to all of the Collateral, upon payment in full of the principal of, and accrued and unpaid interest (including Additional Interest) and premium, if any, on the Notes; (ii) as to all of the Collateral, upon defeasance or discharge of all outstanding Secured Obligations or the Notes in accordance with the final paragraph of provisions described under Article Eight or Section 9.01.11.01; (Ciii) In addition as to the foregoing, Liens on any property or assets constituting Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral that is sold, transferred or otherwise disposed of by the Pledgor to the Issuer Company or a Wholly Owned Subsidiary any of its subsidiaries in a transaction permitted not prohibited by this Indenture, at the time of such sale, transfer or disposition; or (iv) as to any property constituting Collateral that is owned by a Guarantor that has been released from its obligations under its Note Guarantee in accordance with Section 4.17(f), concurrently with the release of such Guarantee. (f) Each Holder of a Note, by accepting such Note, acknowledges that, notwithstanding the provisions set forth in this Section 12.04, the Company and each Guarantor may, without any release or consent by the Trustee or the Collateral Agent, perform a number of activities in the ordinary course in respect of the Collateral to the extent not restricted or prohibited by the Security Documents and this Indenture, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Second Priority Liens which has become worn out, defective or obsolete or not used or useful in the business, (ii) abandoning, terminating, canceling, releasing or making alternations in or substitutions of any leases or contracts subject to the Second Priority Liens, (iii) surrendering or modifying any franchise, license or permit subject to the Second Priority Liens which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) selling, collecting, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially and (ix) abandoning any property which is not longer used or useful in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) Company’s business. The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of any Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, from the Collateral Agent and the Collateral Trustee shall be entitled Liens pursuant to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent that the Collateral Documentsis released pursuant to the terms of this Section 12.04.

Possession, Use and Release of Collateral. (A1) Each Holder, by accepting a Note, consents and agrees to the provisions of the Collateral Security Documents and this Indenture governing the possession, use and release of Collateral. Each Without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture and the Collateral Security Documents. (B2) The Collateral Trustee’s Liens upon Without limiting the provisions of clause (1) of this Section 1402, and subject to the provisions of each Security Document applicable to such Collateral, unless a Default or an Event of Default has occurred and is continuing, in the event of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral shall automatically which is the subject of an Asset Sale from the Liens created under the Security Documents (such Collateral to be released being the "Released Interest"), the Trustee shall be authorized to direct the Security Trustee to consent to such request and release such Released Interest (and for the avoidance of doubt, the Security Trustee shall be authorized, in wholeturn, upon payment in full to give such consent and discharge of all outstanding Secured Obligations or in accordance release such Released Interest), subject to compliance with the final paragraph condition that the Company deliver to the Trustee the following: (a) a notice from the Company requesting the release of the Released Interest: (i) describing the proposed Released Interest; (ii) stating that the release of such Released Interest will not interfere with the Security Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (iii) in the event that any assets other than cash comprise a portion of the consideration received in such Asset Sale, specifically describing such assets; (b) an Officers' Certificate stating that: (i) such Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Sales; (ii) all Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 9.011014; (iii) there is no Default in effect or continuing on the date thereof or on the date of such Asset Sale; (iv) the release of the Collateral will not result in a Default or an Event of Default; (v) the sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Company; and (vi) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; (c) a description of the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee or the Security Trustee pursuant to this Indenture; (d) all documentation necessary or reasonably requested by the Trustee to grant to the Security Trustee a security interest in and Lien on all assets (other than cash) comprising the consideration received in such Asset Sale, if any; and (e) all documentation required by the Trust Indenture Act (including without limitation section 314(d) thereof) prior to the release of Collateral by the Trustee or the Security Trustee. If any conflict or inconsistency exists between this Clause (2) and any applicable Security Document, the applicable Security Document shall govern. (C3) In addition Without limiting the provisions of clause (1) of this Section 1402, and subject to the foregoingprovisions of each Security Document applicable to such Collateral, Liens on in the event of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral securing comprised of a bus or buses which has or have become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the Notes will be entitled business of the Company and its Restricted Subsidiaries (such bus or buses to be released under being the following circumstances"Surplus Buses") to permit a sale of such Surplus Buses, the Trustee shall be authorized to direct the Security Trustee to consent to such request and release such Surplus Buses (and for the avoidance of doubt, the Security Trustee shall be authorized, in turn, to give such consent and release such Surplus Buses), subject to compliance with the condition that the Company deliver to the Trustee the following: (1a) a notice from the Company requesting the release of the Surplus Buses; and (b) an Officers' Certificate stating that: (i) such sale of Surplus Buses (i) is not an Asset Sale and (ii) otherwise complies with the consent terms and conditions of this Indenture with respect to such sale; (ii) there is no Default in effect or continuing on the date thereof or on the date of such sale; (iii) no Event of Default will occur as a result of the Holders in accordance with actions contemplated by or reasonably related to the requested consent, including under Section 9.02 of this Supplemental Indenture1004; orand (2iv) if confirming that such sale is made for consideration which represents the fair market value of such Surplus Buses. If any conflict or inconsistency exists between this Clause (a3) and any applicable Security Document, the applicable Security Document shall govern. (4) In the event (i) the Pledged Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company's or any Guarantor's obligations with respect thereto or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument, and the Trustee's response or action is sold, transferred or not otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by specifically contemplated under this Indenture, then, in each such event, the Trustee shall, within ten Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 512 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i) and (ii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance (the expenses of Counsel which shall be reimbursed to the Trustee by the Company). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 512. (5) To the extent applicable, the Company and Officers’ Certificate in connection the Guarantors shall comply (or cause compliance) with any section 313(b) of the Trust Indenture Act, relating to reports, and section 314(d) of the Trust Indenture Act, relating to the release of Liens evidencing compliance with property or securities from the terms Lien and security interest of this Indenture and the Collateral Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents. Any certificate or opinion required by section 314(d) of the Trust Indenture Act may be made by an Officer of the Company or a Guarantor, as applicable, except in cases where such section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Security Trustee in the exercise of reasonable care. Neither the Trustee nor the Security Trustee shall have any duty to confirm the legality or validity of such documents.

Possession, Use and Release of Collateral. (Aa) Each Holder, by accepting a Note, consents and agrees to the provisions of the Intercreditor Agreement, the Collateral Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Indenture the Intercreditor Agreement and the Collateral Documents. (B) The Collateral Trustee’s Liens upon the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (Cb) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) in the event of satisfaction and discharge of this Indenture pursuant to Section 8.01(a) of the Base Indenture or a legal defeasance described in Section 8.01(c) of the Base Indenture; (2) with the consent of the Holders in accordance with Section 9.02 of this Supplemental the Base Indenture; or (23) if (a) the Pledged a Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged PropertyRelease Event has occurred. (Dc) If the Revolving Credit Facility Collateral Agent and the Term Loan Facility Collateral Agent release their Liens on any Collateral, then the Lien securing the Notes will automatically terminate. (d) The Collateral Trustee Agent shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee Agent to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required requested by the Collateral Trustee Controlling Agent (as defined in the Intercreditor Agreement) to evidence, confirm and effectuate any release of Collateral provided for in this Section 12.04(B6.4(a), (b) and or (Cc). (Ee) The TrusteeAt the request of the Partnership and upon satisfaction of all applicable conditions to the permitted release of any Collateral (including the Collateral Agent’s receipt of any indemnity requested under Section 7.07 of the Base Indenture), at the Partnership’s cost and expense, the Collateral Agent will execute and deliver any documents, instructions or instruments evidencing any permitted release of the Liens of the Collateral Agent on any Collateral. The Trustee and the Collateral Trustee Agent shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents. (f) The fair value of Collateral released from the Liens created by this Indenture and the Collateral Documents pursuant to the terms of this Section 6.4 shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens created by this Indenture and the Collateral Documents in any calendar year exceeds the 10% threshold specified in Section 3.14(d)(1) of the TIA.

Possession, Use and Release of Collateral. (Aa) Each Holder$46,000,000 of net proceeds of the Notes shall be deposited in the Company Senior Note Escrow Account and shall be subject to a first priority Lien. All funds deposited in the Company Senior Note Escrow Account representing net proceeds of the Notes constitute Collateral and will, by accepting at the direction of the Company except during the continuance of a NoteDefault or an Event of Default and at the direction of the Trustee during the continuance of a Default or an Event of Default, consents be invested in Eligible Cash Equivalents in the manner provided for in the Company Senior Note Escrow Account Agreement. No funds shall be released from the Company Senior Note Escrow Account except as provided herein and agrees in the Company Senior Note Escrow Account Agreement. (b) Subject to the provisions of subsections (k) and (l) of this Section 11.4, up to $9,000,000 of the net proceeds of the Notes may be withdrawn from the Company Senior Note Escrow Account and utilized by the Company to make Qualified Investments if, in 116 126 respect of each such Qualified Investment, the following conditions are satisfied, and the Trustee shall have received an Officers' Certificate of the Company to such effect: (i) no Default or Event of Default has occurred and is continuing, or will occur as a result thereof; (ii) a Lien on the Qualified Investment is granted to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders and the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes so long as the Convertible Notes remain outstanding to secure the Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and this Indenture governing to secure the possessionConvertible Notes and the other obligations of the Company and the Guarantors under the Convertible Notes, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Supplemental Convertible Note Indenture and the Convertible Note Collateral Documents.; (Biii) The Collateral Trustee’s Liens upon the Collateral shall automatically be released entity in wholewhich such Qualified Investment is made has all licenses, upon payment registrations and permits necessary to operate the Telecommunications Business in full and discharge which it is engaging or proposes to engage on the date of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01.such Qualified Investment; (Civ) In addition all licenses, registrations and permits required for such Qualified Investment and such Liens have been obtained; and (v) appropriate Collateral Documents have been executed and delivered and properly recorded, registered and filed to the foregoing, extent necessary to make effective the Liens on Collateral securing the Notes will be entitled intended to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee created therein. The Company shall promptly also deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form (x) an Opinion of the Pledge Agreement with respect to the Pledged Collateral or Counsel covering clause (bv) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that above and (y) such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) documents as shall reasonably may be required by the Collateral Trustee Documents to evidence, confirm and effectuate any release be delivered by the Company to a collateral agent or the Trustee. (c) Subject to the provisions of Collateral provided for in Section 12.04(Bsubsections (k) and (Cl) of this Section 11.4, the net proceeds of the Notes (including any portion of $9,000,000 of net proceeds of the Notes not used as provided in subsection (b) above) retained in the Company Senior Note Escrow Account may be withdrawn from the Company Senior Note Escrow Account and utilized by the Company to purchase Capital Stock of the Leasing Companies or to make intercompany loans to the Leasing Companies evidenced by Intercompany Notes, each of which will constitute Collateral, by transferring such funds to the applicable Leasing Company Escrow Accounts of such Leasing Companies, if the following conditions are satisfied, and the Trustee shall have received an Officers' Certificate of the Company and the applicable Leasing Company to such effect: (i) no Default or Event of Default has occurred and is continuing or will occur as a result thereof; 117 127 (ii) the applicable Leasing Company utilizes such funds (except for funds to be utilized for Qualified Investments to the extent permitted by this Indenture) to purchase Telecommunications Assets contemporaneously with such purchase of Capital Stock or intercompany loan, as applicable, from a supplier located in the United States, Canada, Western Europe (including Scandinavia), Israel, Japan, Taiwan and South Korea; (iii) the applicable Leasing Company contemporaneously enters into a Telecommunications Asset Lease covering such Telecommunications Assets with a Restricted Subsidiary or a Qualified Joint Venture; (iv) Liens on such Telecommunications Asset Lease are granted to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders to secure the Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and to secure any applicable Intercompany Note and, so long as the Convertible Notes remain outstanding for the benefit of the Convertible Note Trustee and the Holders of the Convertible Notes, to secure the Convertible Notes and the guarantees under the Convertible Note Indenture and the other obligations of the Company or the Guarantors under the Convertible Note Indenture and the Convertible Note Collateral Documents; (v) the Restricted Subsidiary or Qualified Joint Venture that will be the lessee under the applicable Telecommunications Asset Lease has or has applied for all licenses, registrations and permits necessary to operate the Telecommunications Assets subject to such Telecommunications Asset Lease and the Telecommunications Business for which such Telecommunications Assets are intended to be utilized; (vi) if a Qualified Investment is to be made by a Leasing Company with that portion of the $9,000,000 of net proceeds of the Notes not utilized by the Company for Qualified Investments pursuant to subsection (b) of this Section 11.4, (x) the Leasing Company has granted a Lien on such Qualified Investment to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders to secure the Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and to secure any applicable Intercompany Note and, so long as the Convertible Notes remain outstanding for the benefit of the Convertible Note Trustee and the Holders of the Convertible Notes, to secure the Convertible Notes and the guarantees under the Convertible Note Indenture and the other obligations of the Company or the Guarantors under the Convertible Note Indenture and the Convertible Note Collateral Documents, and (y) all licenses, registrations and permits required for such Qualified Investment and such Lien have been obtained; and 118 128 (vii) appropriate Collateral Documents have been executed and delivered and properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created therein and have been delivered to the Trustee or the collateral agent. The Company shall also deliver to the Trustee (x) an Opinion of Counsel covering clause (vii) above in form and substance reasonably satisfactory to the Trustee and (y) such other documents as may be required by the Collateral Documents to be delivered to the Trustee or a collateral agent by the Company or the applicable Leasing Company. If the foregoing conditions are satisfied, the funds representing the net proceeds of the Notes in the applicable Leasing Company Escrow Account derived from the Investment in the Capital Stock of the applicable Leasing Company or the intercompany loan evidenced by an Intercompany Note may be withdrawn and utilized by such Leasing Company to purchase the applicable Telecommunications Assets or make the applicable Qualified Investments. (Ed) The TrusteeAll payments made to the Company in respect of any Qualified Investments or Intercompany Notes evidencing loans of the net proceeds of the Notes to the Leasing Companies held by the Company or any Pledged Stock of the Leasing Companies shall be promptly deposited, without commingling prior to such deposit, in the Company Senior Note Escrow Account and will also constitute Collateral and be subject to a first priority perfected Lien in favor of a collateral agent or the Trustee for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes; and unless and until an Event of Default has occurred and is continuing, the Collateral Agent and Company and/or the Collateral Trustee shall Leasing Companies and/or the Restricted Subsidiaries will be entitled to receive an Opinion and retain, free from the Liens of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents, payments made under any Intercompany Notes not evidencing loans to Leasing Companies and any instruments not constituting Pledged Stock of the Leasing Companies or Qualified Investments. (e) All payments made by an investee, an obligor or a lessee to any Leasing Company in respect of any Qualified Investments or Intercompany Notes held by such Leasing Company or any Telecommunications Asset Lease shall be promptly deposited, without commingling prior to such deposit, in the applicable Leasing Company Escrow Account and will also constitute Collateral and be subject to a first priority perfected Lien in favor of the Trustee or a collateral agent and subject to subsections (k) and (l) of this Section 11.4 may be utilized

Possession, Use and Release of Collateral. (Aa) Each HolderUnless an Event of Default shall have occurred and be continuing, by accepting a Notesubject to the terms of the Security Documents, consents the Company and agrees the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes and any Guarantees (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Junior Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as set forth in the possessionSecurity Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income thereon. (b) Each HolderHolder of a Note, by accepting a such Note, consents acknowledges that (i) the Security Documents shall provide that so long as any Senior Debt (or any commitments or letters of credit in respect thereof) are outstanding, the holders thereof shall have the exclusive right and agrees that authority to determine the release, sale, or other disposition with respect to the Collateral mayand to change, andwaive or vary the Security Documents, and (ii) the Trustee or holders of the Notes will not be entitled to take any action whatsoever with respect to the Collateral and the holders of the Senior Debt may (x) direct the Junior Agent to take, or may take on behalf of the Junior Agent, actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the Holders or the Trustee and (y) agree to modify the Security Documents, without the consent of the Holders or the Trustee, to secure additional Indebtedness and additional secured creditors. Subject to the terms of the Security Documents, if at any time or from time to time Collateral which also secures the Senior Debt is released or otherwise disposed of pursuant to the terms of the relevant governing documents, as applicable, shallsuch Collateral securing the Notes and any Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the Senior Debt are repaid in full, the Collateral securing the Notes and the Guarantees shall not be released until such Event of Default and all other Events of Default shall have been cured or substituted otherwise waived except to the extent such Collateral was disposed of in order to repay the Senior Debt. Each Holder of a Note, by accepting such Note, directs the Junior Agent to take such actions as directed by the holders of the Senior Debt in accordance with this Section 11.03(b). (c) At such time as (i) the Senior Debt has been paid in full in cash in accordance with the terms thereof, and all commitments and letters of credit thereunder have been terminated, or (ii) the holders of Senior Debt have released their Senior Liens on all or any portion of the Collateral, the Junior Liens on the Collateral shall also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this Supplemental sentence, if an Event of Default under this Indenture and exists as of the date on which the Senior Debt is repaid in full or terminated as described in clause (i), the Junior Liens on the Collateral Documentsshall not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the Senior Debt secured by the Collateral, and thereafter, the Trustee (acting at the direction of the Holders of a majority of outstanding principal amount of Notes) shall have the right to direct the Junior Agent to foreclose upon the Collateral (but in such event, the Junior Liens shall be released when such Event of Default and all other Events of Default under this Indenture cease to exist), or (y) in the case of clause (ii) of this sentence, if the Senior Debt (or any portion thereof) is thereafter secured by assets that would constitute Collateral, the Notes and any Guarantees shall then be secured by a Junior Lien on such Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement or other Senior Debt which is secured by assets of the Company and/or its Restricted Subsidiaries of the type constituting Collateral, then the Notes shall be secured at such time by a Junior Lien on the collateral securing such Senior Debt (to the extent such assets are of the type which constitute Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral and other provisions set forth in the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. (Bd) The Collateral Notwithstanding the provisions set forth in this Section 11.03, the Company and its Subsidiaries may, without any release or consent by the Junior Agent or the Trustee’s Liens upon , perform a number of activities in the ordinary course in respect of the Collateral shall automatically be released in whole, upon payment in full and discharge of all outstanding Secured Obligations or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor extent permitted pursuant to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by Security Documents and this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Trustee, the Collateral Agent and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral Documents.

Possession, Use and Release of Collateral. (Aa) Each HolderUnless an Event of Default shall have occurred and be continuing, by accepting a Notesubject to the terms of the Security Documents, consents the Company and agrees the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Securities and the Guarantees (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Collateral Agent in accordance with the provisions of the Collateral Security Documents and this Indenture governing other than as set forth in the possessionSecurity Documents), use to freely operate the Collateral and release to collect, invest and dispose of Collateral. any income thereon. (b) Each HolderHolder of a Security, by accepting a Notesuch Security, consents acknowledges that the Security Documents shall provide that so long as the Credit Agreement is in effect, the lenders under the Credit Agreement shall have the exclusive right and agrees that authority to determine the release, sale, or other disposition with respect to the Collateral. Subject to the terms of the Security Documents, if at any time or from time to time Collateral may, andwhich also secures the Senior Debt or Guarantor Senior Debt evidenced by the Credit Agreement and/or the interest rate protection and other hedging agreements permitted thereunder is released or otherwise disposed of pursuant to the terms of the Credit Agreement and/or the interest rate protection and other hedging agreements permitted thereunder, as applicable, shallsuch Collateral securing the Securities and the Guarantees shall be automatically released or disposed of; provided, however, that if an Event of Default under this Indenture exists as of the date on which the Credit Agreement and the interest rate protection and other hedging agreements permitted thereunder are repaid in full, the Collateral securing the Securities and the Guarantees shall not be released except to the extent it was disposed of in order to repay obligations under the Credit Agreement and the interest rate protection and other hedging agreements permitted thereunder until such Event of Default shall have been cured or substituted otherwise waived. (c) At such time as (i) the obligations under the Credit Agreement and all interest rate protection and other hedging agreements permitted thereunder have been paid in full in cash or Cash Equivalents, and all commitments and letters of credit thereunder have been terminated, and all interest rate protection and other hedging agreements permitted under the Credit Agreement have been terminated or (ii) the lenders under the Credit Agreement and the interest rate protection and other hedging agreements permitted thereunder have released their Liens on 107 all of the Collateral, the Liens on the Collateral securing the Securities and the Guarantees shall also be automatically released; provided, however, that (x) in the case of clause (i) of this sentence, if an Event of Default under this Indenture exists when the Credit Agreement and the interest rate protection and other hedging agreements permitted thereunder are repaid in full or terminated in accordance with the terms thereof, the Collateral securing the Securities and the Guarantees shall not be released except to the extent it was disposed of in order to repay obligations under the Credit Agreement and the interest rate protection and other hedging agreements permitted thereunder and (y) in the case of clause (ii) of this Supplemental Indenture sentence, if the Credit Agreement is thereafter secured by assets that would constitute Collateral, the Securities and the Guarantees shall then be secured by a Lien on such Collateral, to the same extent provided pursuant to the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. If the Company subsequently enters into a new Credit Agreement which is secured by all or substantially all of the assets of the Company and the Guarantors (of the type constituting Collateral) then the Securities shall be secured at such time by the collateral securing such new Credit Agreement (other than the Excluded Collateral) to the same extent (in all material respects) and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Documentsand other provisions set forth in the Security Documents as then in effect immediately prior to the release of the Liens on the Collateral. (Bd) The Collateral Trustee’s Liens upon Notwithstanding the Collateral shall automatically be released provisions set forth in wholethis Section 14.3, upon payment in full the Company and discharge of all outstanding Secured Obligations its Subsidiaries may, without any release or in accordance with the final paragraph of Section 9.01. (C) In addition to the foregoing, Liens on Collateral securing the Notes will be entitled to be released under the following circumstances: (1) with the consent of the Holders in accordance with Section 9.02 of this Supplemental Indenture; or (2) if (a) the Pledged Collateral is sold, transferred or otherwise disposed of by the Pledgor to the Issuer or a Wholly Owned Subsidiary in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee a fully executed pledge agreement substantially in the form of the Pledge Agreement with respect to the Pledged Collateral or (b) the Mortgaged Property is sold, transferred or otherwise disposed of by the Mortgagor to ProductionCo or a Wholly Owned Subsidiary thereof in a transaction permitted by this Indenture; provided that such transferee shall promptly deliver to the Collateral Trustee fully executed mortgages substantially in the form of the Mortgages with respect to the Mortgaged Property. (D) The Collateral Trustee shall execute and deliver all such authorizations and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Trustee to execute and deliver any such authorization or instrument and take any such action) as shall reasonably be required by the Collateral Trustee to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(B) and (C). (E) The Agent or the Trustee, perform a number of activities in the ordinary course in respect of the Collateral Agent to the extent permitted pursuant to the Security Documents and the Collateral Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate in connection with any release of Liens evidencing compliance with the terms of this Indenture and the Collateral DocumentsIndenture.