Common use of Releases Clause in Contracts

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall will be releasedreleased and discharged automatically and unconditionally: (a) in connection with any sale upon the sale, disposition, exchange or other disposition transfer (including through merger, consolidation or otherwise) of the Capital Stock of the Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, such Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanySubsidiary) if such sale, if the sale disposition, exchange or other disposition does transfer is not violate Section 4.10 hereofprohibited by this Indenture, and the release is otherwise not prohibited by this Indenture; (b) in connection with any sale upon the liquidation, winding up or other disposition dissolution of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary or the merger or consolidation of such Guarantor with and into the Company as a result Issuer or another Guarantor in accordance with the applicable provisions of the sale or other dispositionthis Indenture; (c) following delivery at any time by the Issuer to the Trustee of an Officer’s Certificate to the effect that the aggregate amount of Indebtedness for borrowed money, Finance Lease Obligations, purchase money obligations or debt obligations evidenced by bonds, notes, debentures or similar instruments or drawn letters of credit then outstanding of such Guarantor (other than any such Indebtedness owed to the Issuer or any Guarantor) does not exceed $250.0 million (excluding the Notes, and excluding any other Indebtedness that will be released or discharged with respect to such Guarantor substantially concurrently with any release pursuant to this clause (c)); provided that such Guarantee will be reinstated if and to the extent required under Section 4.16 subsequent to such release; (d) upon designation Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.02 and Article 11; (e) upon the occurrence of a Covenant Suspension Event, provided that if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by such Guarantor (if and to the extent such guarantee is required pursuant to Section 4.16) shall be taken within 90 days after such Reversion Date or as soon as reasonably practicable thereafter; (f) upon the occurrence of any event after which such Guarantor is no longer a Restricted Subsidiary; (g) if the Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; or (dh) at such time as such Guarantor does not Guarantee set forth in Article 9 or in accordance with the provisions of any Indebtedness of the Company or any other Guarantor under a Credit Facility other than Applicable Intercreditor Agreement then in effect with respect to the Notes. In addition, The Trustee shall not be required to execute any document or give any confirmation as to or otherwise evidence any release or discharge of any Guarantee unless and until (1) requested in writing to do so by the Note Guarantees Issuer and (2) the Issuer delivers an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction conditions precedent to the release and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release Guarantee have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall and the Security Interests granted by a Guarantor (and the Security Interests granted by the Company in respect of its ownership interests in a Guarantor) for the benefit of the Holders will be releasedautomatically and unconditionally released upon: (a1) in connection with any sale sale, exchange, disposition or other disposition of all or substantially all of the properties or assets of that Guarantor, transfer (by way of merger, consolidation or otherwise, ) made in compliance with the applicable provisions of this Indenture (including Section 4.12) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;Company of: (bA) in connection with any sale all or other disposition substantially all of the Capital Stock of that such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary subsidiary of the Company as a result of such sale, exchange, disposition or transfer); or (B) all or substantially all of the sale or other dispositionassets of such Guarantor; (c2) upon designation of such any Guarantor as an Unrestricted Subsidiary in accordance with Section 4.39; (3) exercise of Legal Defeasance or Covenant Defeasance, if any, pursuant to Article 8 or upon payment in full in cash of the applicable Notes and discharge of all other related Senior Debt Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash and discharged; (4) subject to the provisions described in Section 5.01, the merger or consolidation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (5) the Note Guarantees or Security Interests granted by the Company or any Guarantors being released and discharged pursuant to the CSAA, as described in the CSAA; or (6) if otherwise permitted or required under the terms of this Indenture; orand (db) at such time as The Company delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided in this Indenture and the CSAA for the release of such Guarantor does not from its Note Guarantee any Indebtedness or such Security Interests have been complied with. If the requirements of clauses (a) and (b) above have been met, then upon request by the Company, the Trustee will (if required) execute an instrument evidencing the release of the Company Note Guarantee of such Guarantor and/or Security Interests. Additionally, the Trustee will agree to release or any other Guarantor under a Credit Facility other than the Notes. In addition, assign the Note Guarantees held or made for the benefit of Holders on the date all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to outstanding amounts under the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release Notes have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided redeemed, subject to reinstatement in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of event any Guarantor under this Indenture as provided in this Article 10such payments are required to be returned.

Releases. The Note Guarantee (a) At such time as (i) the Loans, the Reimbursement Obligations and all other Obligations (other than contingent surviving indemnity obligations in respect of which no claim or demand has been made, Borrower Hedge Agreement Obligations and Borrower Cash Management Arrangement Obligations) have been paid in full and all commitments to extend credit under the Loan Documents have terminated, and (ii) except as otherwise agreed by the affected Qualified Counterparties, the net termination liability under or in respect of, and other amounts due and payable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any secured Indebtedness of each Grantor which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with such Indebtedness (whether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), if (1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the Xxxxx’x and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, or (C) secured by any other collateral arrangement satisfactory to the Qualified Counterparty in its reasonable discretion, the Collateral shall immediately and automatically be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to such Grantor and the Administrative Agent) as such Grantor may reasonably request to evidence such termination. (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be immediately and automatically released, and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of such Collateral (not including Proceeds thereof) from the security interests created hereby. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released: (a) released from its obligations hereunder in connection with any sale the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or other disposition otherwise disposed of all or substantially all in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the properties or assets proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in reasonable detail, including the price thereof and any expenses in connection therewith, together with any sale or other disposition of Capital Stock of a certification by the Borrower stating that Guarantor to a Person that such transaction is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance compliance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction Agreement and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Loan Documents.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with Upon the Discharge of Obligations, this Intellectual Property Security Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any sale further action by any Person, and the Administrative Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release. (b) In the event that any Grantor conveys, sells, leases, assigns, transfers or other disposition otherwise Disposes of all or substantially all any portion of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, such Grantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Credit Agreement, the security interests created hereunder in respect of such assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (either before or after giving effect and the Secured Parties hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by such Grantor and at such Grantor’s expense to further document and evidence such transaction) termination and release of security interests hereunder in respect of such assets, and, in the Company or case of a Restricted Subsidiary transaction permitted under the Credit Agreement the result of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases which is that a Grantor would cease to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of would become an Excluded Subsidiary, all security interests granted hereunder by such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will Grantor shall automatically terminate and be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automaticallyreleased, without the requirement for any further action by any Person and the Trustee or Holders Administrative Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by such Grantor and at such Grantor’s expense to further document and evidence such termination and release of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10security interests.

Releases. The Note Guarantee of a Guarantor shall be released: (a) This Agreement, the Lien in connection with any sale or other disposition of all or substantially all favor of the properties or assets Co-Collateral Agents (for the benefit of that Guarantor, by way of merger, consolidation or otherwise, the Credit Parties) and all other security interests granted hereby shall terminate with respect to a Person that is not all Obligations when (either before or after giving effect to such transactioni) the Company Commitments shall have expired or a Restricted Subsidiary of the Companybeen terminated, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionii) the Company or a Restricted Subsidiary principal of and interest on each Advance and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Obligations have been accelerated as a result of the sale occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and the Co-Collateral Agents, provided, however, that in connection with the termination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other disposition; (c) upon designation Loan Party. At the request and sole expense of any Grantor following any such Guarantor as an Unrestricted Subsidiary in accordance with termination, the terms of this Indenture; or (d) at Co-Collateral Agents shall deliver to such time Grantor any Collateral held by the Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant Grantor shall reasonably request to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to evidence such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10termination.

Releases. The Note Guarantee of a Guarantor shall be released(a) If, in connection with: (ai) the exercise of the First-Lien Collateral Agent’s remedies in connection with respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition (including, but not limited to, a sale under Section 363 of the Bankruptcy Code) of any such Collateral (any of the foregoing, a “Remedial Action”); or (ii) any sale (including, but not limited to, a sale under Section 363 of the Bankruptcy Code) or other disposition of all or substantially all any Collateral that is both (i) permitted under the terms of the properties or assets First-Lien Credit Documents and (ii) described in Section 12.03(c)(i) of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not the Second-Lien Notes Indenture; or (either before or after giving effect to such transactioniii) the Company or a Restricted Subsidiary request of the CompanyFirst-Lien Collateral Agent in accordance with Section 12.03(c)(ii) of the Second-Lien Notes Indenture; there occurs the release by the First-Lien Collateral Agent, acting on its own or at the direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, then such Liens, if any, of the sale Second-Lien Collateral Agent, for itself and for the benefit of the other Second-Lien Creditors, on such Collateral (but not the proceeds thereof), shall be automatically and simultaneously released, and such Grantor shall have no further liability under the Second-Lien Notes Guaranty (to the extent of such released Collateral), and the Second-Lien Collateral Agent, for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and deliver to the First-Lien Collateral Agent, without any representations or warranties (other than a representation that the Second-Lien Collateral Agent is duly authorized to execute and deliver such termination statements, releases or other disposition does not violate Section 4.10 hereof; documents), such termination statements, releases and other documents as the First-Lien Collateral Agent or such Grantor may reasonably request to effectively terminate its Liens on such Collateral; provided that (bx) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary release of the Company, if Liens by the sale or other disposition does not violate Section 4.10 hereof Second-Lien Collateral Agent with respect to clauses 5(a)(ii) and such Guarantor ceases to (iii) above shall be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness Section 12.03 of the Company Second-Lien Note Indenture, and (y) in connection with a sale or disposition described in clause (ii) above, (A) any other Guarantor under a Credit Facility other than surplus from such sale or disposition after the Notes. In addition, Discharge of First-Lien Obligations shall be paid to the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance Second-Lien Agent in an amount not to exceed the amount required to repay the Second-Lien Notes in full for application in accordance with Article 8 hereof the terms of the Second-Lien Notes Documents; and (B) if the closing of the sale or satisfaction disposition of such Collateral is not consummated within ten (10) Business Days of such request by the First-Lien Collateral Agent, the First-Lien Collateral Agent shall promptly return, at the request of the Second-Lien Collateral Agent, all such release documents to the Second-Lien Collateral Agent. (b) Nothing in this Agreement shall be construed in any way to limit or impair the right of (i) any Second-Lien Creditor to bid for and discharge purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any other secured creditor, (ii) the Second-Lien Agent and the Second-Lien Creditors to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to such Collateral initiated by the First-Lien Agent or the First-Lien Creditors, so long as it does not delay or interfere with the exercise by the First-Lien Agent or the First-Lien Creditors of their rights and (iii) subject to the terms of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, onAgreement, the Notes Second-Lien Agent and for the Second-Lien Lenders to receive payments from the proceeds of the collection, sale or other obligations disposition of any Guarantor under this Indenture as provided in this Article 10Collateral.

Releases. The Note Notwithstanding Section 10.04 above, the Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 hereof4.10; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Issuer as a result of the sale or other disposition; (c) upon designation of if the Issuer designates such Guarantor as to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; or; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant 11; (e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the foregoing shall Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (g) at such time as such Guarantor ceases to guarantee or otherwise be deemed an obligor with respect to occur automatically, without further action by any other Indebtedness of the Trustee Issuer or Holders any other Guarantor in excess of Notes, upon delivery by the Company De Minimis Guaranteed Amount; provided no Event of an Officers’ Certificate stating Default has occurred that the conditions to such release have been satisfiedis continuing. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, interest on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor the Guaranteeing Subsidiary shall be releasedautomatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer, the Collateral Agent or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (ai) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) after the repayment in connection with any sale or other disposition full of the Senior Secured Credit Facilities, all or substantially all the assets of such Guaranteeing Subsidiary or (z) prior to the repayment in full of the properties Senior Secured Credit Facilities if such Guarantor is not at such time a guarantor of the Senior Secured Credit Facilities, all or substantially all the assets of that Guarantorsuch Guaranteeing Subsidiary, by way in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofthis Indenture; (bii) prior to the repayment in connection with any sale full of the Senior Secured Credit Facilities, the release or other disposition discharge of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to the guarantee by such transaction) the Company or a Restricted Guaranteeing Subsidiary of Indebtedness under the CompanySenior Secured Credit Facilities, if or such other guarantee that resulted in the sale creation of such Guarantee, except a discharge or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the sale or other dispositionextent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture); (ciii) upon the designation of such Guarantor any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this the Indenture; orand (db) at such time as such Guarantor does not Guarantee any Indebtedness Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionCounsel, the Note Guarantees of each stating that all Guarantors will be released upon Legal Defeasance or Covenant Defeasance conditions precedent provided for in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions relating to such release transaction have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10complied with.

Releases. The Note Guarantee of a Guarantor shall any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any sale Disposition of all of the Equity Interests or other disposition of all or substantially all of the properties or assets of that Guarantor, a Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a such Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, Guarantor if the sale or other disposition Disposition does not violate Section 4.10 hereof;4.11 and the other provisions of this Indenture; and (b) in connection with any sale upon the liquidation or other disposition dissolution of Capital Stock such Guarantor following the transfer of that Guarantor all of its assets to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the Companyassets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases (or as the context may require, Collateral) is released, the Company shall deliver to be a Restricted Subsidiary the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company as to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a result of the sale Guarantor (or other disposition; (csuch Collateral) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors Trustee and Collateral Agent, as applicable, will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of an Officers’ Certificate stating that such Guarantor from its obligations under its Guarantee and/or the conditions to such release have been satisfiedapplicable Note Security Documents. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 1013 notwithstanding the release of any other Guarantor.

Releases. The Note Guarantee of a Guarantor the Guaranteeing Subsidiary shall be releasedautomatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (aA) in connection with any sale sale, exchange, disposition or other disposition transfer (by merger, consolidation, amalgamation or otherwise) of the Capital Stock of the Guaranteeing Subsidiary, after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the properties Guaranteeing Subsidiary which sale, exchange, disposition or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that transfer is not made in compliance with Sections 4.10(a)(1) and (either before or after giving effect to such transaction2) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofIndenture; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionB) the Company release or a Restricted discharge of the guarantee by the Guaranteeing Subsidiary of Indebtedness under the Company, if Credit Agreement or such other guarantee which resulted in the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary creation of the Company Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, this Guarantee shall also be reinstated to the sale or other dispositionextent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 of the Indenture); (cC) upon the designation of such Guarantor the Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance compliance with Section 4.07(c) of the terms of this Indenture; or (dD) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof of the Indenture or satisfaction and discharge of this the Issuer’s obligations under the Indenture being discharged in accordance with Article 11 hereof. Any release pursuant to 13 of the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon Indenture; and (2) delivery by the Company Guaranteeing Subsidiary to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the conditions Indenture relating to such release transaction have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10complied with.

Releases. (a) The Note Guarantee and all other obligations under this Indenture of a Guarantor shall will terminate and be released: : (a) in connection with any a sale or other disposition (including by way of consolidation or merger or otherwise) of the Guarantor or the sale or other disposition of all or substantially all the assets of the properties Guarantor (other than to the Issuers or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (btheir Subsidiaries) in connection with any sale a transaction or other circumstance that does not violate this Indenture; (b) upon a disposition of the majority of the Capital Stock of that the Guarantor to a third Person in connection with a transaction or circumstance that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such this Indenture, after which the Guarantor ceases to be is no longer a Restricted Subsidiary of the Company as a result of the sale Subsidiary; or other disposition; (c) upon designation a liquidation or dissolution of such the Guarantor so long as an Unrestricted Subsidiary in accordance with no Default occurs as a result thereof, if its assets are distributed to the terms of this IndentureIssuers or another Guarantor; or or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with pursuant to Article 8 VIII hereof or upon satisfaction and discharge of this Indenture pursuant to Article XI hereof. (b) Upon delivery by the Issuers to the Trustee of an Officer’s Certificate of the Main Issuer to the effect that such sale or other disposition was made in accordance with Article 11 the provisions of this Indenture, including without limitation Section 4.10 hereof. Any release , or such Note Guarantee is to be released pursuant to the foregoing provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall be deemed to occur automatically, without further action execute any documents reasonably requested by the Trustee or Holders Main Issuer in order to evidence the release of Notes, upon delivery by the Company any Guarantor from all of an Officers’ Certificate stating that the conditions to such release have been satisfiedits obligations under its Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in Obligations it has guaranteed pursuant to this Article 10.X.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with Notwithstanding any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Security Guarantee. Any release The Security Guarantee incurred by a Guarantor pursuant to the foregoing this Article 10 shall be deemed unconditionally released and discharged: (1) automatically upon: (A) any sale, exchange or transfer, whether by way of merger or otherwise, to occur automaticallyany Person that is not an Affiliate of the Company, without further action of the Company’s direct or indirect equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) if the Trustee Guarantor ceases to be a Subsidiary of the Company as a result of such sale, exchange or Holders transfer, (B) the merger of Notessuch Guarantor into the Company or any other Guarantor (to the extent not prohibited by this Indenture), or (C) the liquidation and dissolution of such Guarantor (to the extent not prohibited by this Indenture), provided that no Default shall have occurred and shall be continuing under this Indenture, (2) with respect to any Series of Securities, upon delivery by the occurrence of any other condition set forth in the Board Resolution, supplemental indenture or Officers’ Certificate establishing the terms of such Series. (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Guarantor from the Security Guarantee upon receipt of a written request of the Company of accompanied by an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions Guarantor is entitled to such release have been satisfiedin accordance with the provisions of this Indenture. Any Guarantor not so released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for Securities entitled to the other obligations benefits of any Guarantor under this Indenture the Security Guarantee as provided in this Article 10Indenture, subject to the limitations of Section 10.02.

Releases. (i) The Note Guarantee Lenders hereby irrevocably authorize the Agent to, and the Agent shall, release any Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of a Guarantor shall be released: the all Revolving Loan Commitments, the expiration or termination of all Facility LCs and payment and satisfaction in full in cash of all Secured Obligations (other than contingent indemnity obligations), (ii) upon the Company’s request following the date upon which (a) the Company’s S&P Rating is BBB- (with stable outlook) or better and (b) the Company’s Xxxxx’x Rating is Baa3 (with stable outlook) or better (provided, that if either S&P or Xxxxx’x is unwilling to provide a rating following the use of reasonable efforts by the Company to obtain such rating, the parties will use the comparable rating of a substitute rating agency to be agreed by the Company and the Agent); provided, that following any such release of Liens, the Leverage Ratio shall be adjusted as described in connection Section 6.19.1(b), (iii) constituting property being sold, transferred or otherwise disposed of (including, pursuant to a Qualified Receivables Transaction or Permitted Factoring Transaction) if the Company certifies to the Agent that such sale, transfer or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) provided that after such release the Company remains in compliance with Section 6.21(c) or (iv) as required to effect any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) Collateral in connection with any sale exercise of remedies of the Agent and the Lenders pursuant to this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (ii) The Lenders hereby irrevocably authorize the Agent to, and the Agent shall, in the event of a sale, transfer or other disposition of Capital Stock all of that the Equity Interests of any Domestic Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) if the Company certifies to the Agent that such sale, transfer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary is made in accordance compliance with the terms of this Indenture; or Agreement (d) at and the Agent may rely conclusively on any such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automaticallycertificate, without further action by the Trustee or Holders of Notesinquiry), upon delivery by the Company of an Officers’ Certificate stating that the conditions to (x) release such release have been satisfied. Any Domestic Subsidiary Guarantor not released from its obligations under the Domestic Subsidiary Guaranty and each other Loan Document to which it is a party and (y) release any Liens granted to the Agent by such Domestic Subsidiary Guarantor on any Collateral (or by its parent on the Equity Interests of such Domestic Subsidiary Guarantor), provided that (i) such Domestic Subsidiary Guarantor is concurrently released from any obligations it may have with respect to Subordinated Indebtedness and Senior Note Guarantee as provided Indebtedness and (ii) after such release the Company remains in this compliance with Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 106.21(c).

Releases. The Note Guarantee of a Guarantor shall be released: (a) After the Termination Date, the Collateral shall be released from the Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Secured Party and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Secured Party shall deliver to such Grantor any Collateral owned by such Grantor and held by the Secured Party hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination, at such Grantor’s sole cost and expense. (b) If any of the Collateral or any Mortgaged Property (as defined in connection with any sale Mortgage) shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Secured Party, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor, without any representation or warranty by the Secured Party, all releases or other disposition of all documents reasonably necessary or substantially all desirable for the release of the properties Liens created hereby on such Collateral or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Mortgaged Property. At the Company or a Restricted Subsidiary request and sole expense of the CompanyBorrower, if a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Secured Party, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor and the terms of the sale or other disposition does not violate Section 4.10 hereof; (b) in reasonable detail, including the price thereof and any expenses in connection therewith, together with any sale or other disposition of Capital Stock of a certification by the Borrower stating that Guarantor to a Person that such transaction is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance compliance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction Agreement and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Loan Documents.

Releases. The Note Guarantee (a) If, at any time any Pledgor or any First Lien Secured Party delivers notice to the Second Lien Agent that any specified Common Collateral (including all or substantially all of the equity interests of a Guarantor Pledgor or any of its subsidiaries, which shall be released:include for such purpose, in the case of the sale of equity interests in any such subsidiary, any Common Collateral held by such subsidiary or any direct or indirect subsidiary thereof) is Disposed of (other than to another Pledgor), (aA) by the owner of such Common Collateral in a transaction not prohibited under the RBL Credit Agreement, any applicable First Lien Documents, the Second Lien Agreement and any applicable Second Lien Documents; or (B) during the existence of any Event of Default under (and as defined in) the RBL Credit Agreement or any applicable First Lien Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the First Lien Agent has consented to such Disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens securing the Second Lien Obligations upon such Common Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Common Collateral securing the First Lien Obligations are released and discharged. Upon delivery to the Second Lien Agent of a notice from the First Lien Agent or the Company, which notice states that any release of Liens securing or supporting any First Lien Obligations has become effective (or shall become effective upon the release by the Second Lien Agent or other relevant Second Lien Secured Parties), whether in connection with a sale of such assets by the relevant Pledgor pursuant to the preceding clauses or otherwise, the Second Lien Agent or such other Second Lien Secured Parties, as the case may be, shall promptly execute and deliver such instruments, releases, termination statements or other documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to the First Lien Agent and the Company, it being understood that all documented out-of-pocket expenses incurred by any Second Lien Secured Parties (and their respective representatives) in connection with any sale the execution and delivery of such release documents or other disposition instruments shall be borne by the Pledgors. In the case of the Disposition of all or substantially all of the properties capital stock of a Pledgor or assets any of that Guarantorits subsidiaries, the guarantee in favor of the Second Lien Secured Parties, if any, made by way such Pledgor or such subsidiary will automatically be released and discharged as and upon, but only to the extent, the guarantee by such Pledgor or such subsidiary of merger, consolidation or otherwise, to a Person that the First Lien Obligations is released and discharged if (A) such Disposition is not prohibited by the terms of the First Lien Documents and the Second Lien Documents or (either before B) such Disposition is made during the existence of any Event of Default under (and as defined in) the RBL Credit Agreement or after giving effect any applicable First Lien Documents in connection with any enforcement action or exercise of rights or remedies, or to the extent that the First Lien Agent has consented to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;Disposition. (b) The Second Lien Agent, for itself and on behalf of the applicable Second Lien Secured Parties, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in connection with the place and stead of the Second Lien Agent, or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any sale and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other disposition instruments of Capital Stock of that Guarantor to a Person that is not (either before transfer or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;release. (c) upon designation Unless and until the Discharge of such Guarantor as an Unrestricted Subsidiary in accordance with First Lien Obligations has occurred, the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness Second Lien Agent, for itself and on behalf of the Company applicable Second Lien Secured Parties, hereby consents to the application, whether prior to or any after a default, of proceeds of Common Collateral or other Guarantor under a Credit Facility other than collateral to the Notes. In addition, the Note Guarantees repayment of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release First Lien Obligations pursuant to the foregoing shall be deemed to occur automaticallyapplicable First Lien Documents; provided, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided nothing in this Section 10.05 will remain liable for 5.1(c) shall be construed to prevent or impair the full amount rights of principal of, premium, if any, on, and interest, if any, on, the Notes and for Second Lien Agent or the other obligations Second Lien Secured Parties to receive proceeds in connection with the Second Lien Obligations not otherwise in contravention of any Guarantor under this Indenture as provided in this Article 10Agreement.

Releases. The Note Guarantee of a Guarantor shall be released: (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction (1) not prohibited by any First-Priority Credit Document or to which the First-Priority Collateral Agent has consented in accordance with the First-Priority Documents and (2) not prohibited by any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon (i) delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), and (ii) in the case of the Notes Collateral Agent, delivery of such certificates and other documents required to be delivered under the Notes Documents, whether in connection with any a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition documents confirming such release on customary terms. In the case of the sale of all or substantially all of the properties equity interests of a Grantor or assets any of that Guarantorits Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by way of mergersuch Grantor or Subsidiary will automatically be released and discharged as and when, consolidation but only to the extent, the guarantee by such Grantor or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;First-Priority Obligations is released and discharged. (b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby irrevocably constitutes and appoints the First-Priority Collateral Agent and any officer or agent of the First-Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in connection with the place and stead of each Second-Priority Representative or such holder or in the First-Priority Collateral Agent’s own name, from time to time in the First-Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any sale and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other disposition instruments of Capital Stock of that Guarantor to a Person that is not (either before transfer or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;release. (c) upon designation Unless and until the Discharge of such Guarantor as an Unrestricted Subsidiary in accordance with First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby consents to the terms application, whether prior to or after a default, of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness Deposit Account Collateral or proceeds of Common Collateral to the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees repayment of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release First-Priority Obligations pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating First-Priority Documents; provided that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided nothing in this Section 10.05 will remain liable for 5.1(c) shall be construed to prevent or impair the full amount rights of principal of, premium, if any, on, and interest, if any, on, the Notes and for Second-Priority Representatives or the other obligations Second-Priority Secured Parties to receive proceeds in connection with the Second-Priority Obligations not otherwise in contravention of any Guarantor under this Indenture as provided in this Article 10Agreement.

Releases. (a) The Note Notes Guarantee of a Guarantor shall will automatically terminate and be released: (a1) in connection with upon a sale, exchange, transfer or other disposition (including by way of consolidation, merger, or amalgamation) of any Capital Stock of the relevant Guarantor (whether by direct sale or other sale of a holding company of such Guarantor) as a result of which such Guarantor would no longer be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary), in each case if the sale such sale, exchange, transfer or other disposition does not violate Section 4.10 hereofthis Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement; (b2) upon the designation in connection accordance with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary this Indenture of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; orSubsidiary; (d3) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionupon legal defeasance, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof covenant defeasance or satisfaction and discharge of this Indenture the Notes in accordance with this Indenture, as provided in Article 11 hereof. Any 8 and Article 12, respectively; (4) upon the release of the Guarantor’s Guarantee of any Indebtedness that triggered such Guarantor’s obligation to guarantee the Notes under Section 4.13; provided that no other Indebtedness is at that time Guaranteed by the Guarantor that would result in the requirement that the Guarantor provide a Notes Guarantee pursuant to Section 4.13; (5) pursuant to the foregoing provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (6) as described under Article 9; (7) in connection with a Permitted Reorganization; provided that the resulting, surviving or transferee Person is or becomes a Guarantor substantially concurrently with such Permitted Reorganization; (8) upon payment in full of principal and interest and all other obligations on the Notes; or (9) as a result of a transaction permitted by Article 5. (b) The Trustee shall, subject to receipt of an Opinion of Counsel and an Officer’s Certificate pursuant to this Indenture, take all necessary actions at the reasonable request and cost of the Company, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Each of the releases set forth above shall be deemed to occur automatically, without further action effected by the Trustee without the consent of the Holders and will not require any other action or Holders consent on the part of Notes, upon delivery by the Trustee. Neither the Trustee nor the Company of an Officers’ Certificate stating that the conditions will be required to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, make a notation on the Notes and for the other obligations of to reflect any Guarantor under this Indenture as provided in this Article 10such release, termination or discharge.

Releases. The Note Guarantee of a Guarantor will be released, and such Guarantor shall be releaseddeemed automatically and unconditionally released and discharged from all of its obligations under its Note Guarantee, without any further action on the part of the Trustee or the Collateral Agent or any Holder of the Notes: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Companyan Issuer, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale sale, transfer or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Companyan Issuer, if the sale sale, transfer or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionhereof; (c3) upon designation of such if the Issuers designate that Guarantor as to be an Unrestricted Subsidiary in accordance with the terms of this IndentureSection 4.17 hereof; or (d4) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.09 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

Releases. (a) The Note Guarantee of a Guarantor shall Guarantees will be released: (a1) in connection with any respect to a Guarantor, upon the sale or disposition (including through merger, consolidation, amalgamation or other disposition combination) or conveyance, transfer or lease of the Capital Stock, or all or substantially all of the properties or assets assets, of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not the Guarantor (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of Holding Company thereof) if such sale is made in compliance either with Sections 4.10 or Section 5.01 hereof (and, in the Companylatter instance, if the sale or other disposition does not violate Section 4.10 hereofsuch covenant authorizes such release); (b2) as provided in connection with the Intercreditor Agreement or any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionAdditional Intercreditor Agreement; (c3) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionLegal Defeasance, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as provided in Article 8 or 12 hereof, in each case, in accordance with Article 11 the terms and conditions of this Indenture; (4) with respect to a Guarantor, upon the designation by the Issuer of the Guarantor (or a Holding Company thereof) as an Unrestricted Subsidiary in compliance with the terms of this Indenture; (5) upon full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes; or (6) with respect to a Guarantor, as described under Section 9.02 hereof. Any . (b) Upon any occurrence giving rise to a release of a Guarantee as specified above and the delivery by the Issuer of the Officers’ Certificate and the Opinion of Counsel pursuant to the foregoing shall be deemed to occur automaticallySection 13.03 hereof, without further action by the Trustee or Holders the Security Agent, as applicable, will execute any documents required in order to evidence or effect such release, discharge and termination in respect of Notessuch Guarantee. Neither the Issuer nor any Guarantor will be required to make a notation on the Notes to reflect any such release, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. termination or discharge. (c) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, interest and interestAdditional Amounts, if any, on, the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with If, at any sale time any Grantor or other disposition the holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified Common Collateral (including all or substantially all of the properties equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction not prohibited under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents and each other Senior Lender Document (if any); or (ii) prior to the Discharge of Senior Lender Claims, to the extent that any of the First Lien Agents has consented to such sale, transfer or disposition; or (B) otherwise released as permitted by the Credit Agreement and the Other First Priority Lien Obligations Credit Documents, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged. Upon delivery to each Second Priority Agent of a notice from any First Lien Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon each Second Priority Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence, the exercise of that Guarantorremedies in respect of, by way of merger, consolidation such Common Collateral or otherwise), to a Person that is not (either before or after giving effect to each Second Priority Agent will promptly execute and deliver such transaction) the Company or a Restricted Subsidiary of the Companyinstruments, if the sale releases, termination statements or other disposition does not violate Section 4.10 hereof;documents confirming such release on customary terms. (b) Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby irrevocably constitutes and appoints each First Lien Agent and any officer or agent of such First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in connection with the place and stead of each Second Priority Agent or such holder or in such First Lien Agent’s own name, from time to time in such First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any sale and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other disposition instruments of Capital Stock of that Guarantor to a Person that is not (either before transfer or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;release. (c) upon designation Unless and until the Discharge of such Guarantor as an Unrestricted Subsidiary in accordance with Senior Lender Claims has occurred, each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the terms application, whether prior to or after a default, of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness proceeds of Common Collateral or other collateral to the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees repayment of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release Senior Lender Claims pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating Senior Lender Documents; provided that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided nothing in this Section 10.05 will remain liable for 5.1(c) shall be construed to prevent or impair the full amount rights of principal of, premium, if any, on, and interest, if any, on, the Notes and for Second Priority Agents or the other obligations Second Priority Secured Parties to receive proceeds in connection with the Second Priority Claims not otherwise in contravention of any Guarantor under this Indenture as provided in this Article 10Agreement.

Releases. The Note Guarantee of a Guarantor shall be releasedwill terminate upon: (a1) in connection with any a sale or other disposition (including by way of stock issuance, consolidation or merger) of the Capital Stock of such Guarantor after which such Guarantor is not a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofSubsidiary) otherwise permitted by this Indenture; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction2) the Company or a Restricted Subsidiary designation in accordance with this Indenture of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in accordance Article 8 and Article 12 hereof; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of the proviso of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; (5) to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date at the time it (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the terms Credit Agreement (except a release by or as a result of this Indenturea payment thereon) and (y) to the extent such Guarantor was required to provide a Note Guarantee pursuant to Section 4.17 hereof upon the release or discharge of the guarantee of such Guarantor of each of the obligations of the Company or its Restricted Subsidiaries that gave rise to the requirement to provide such Note Guarantee or the repayment of each of the obligations of the Company or its Restricted Subsidiaries that gave rise to the obligation to provide such Note Guarantee; or (d6) at such time as such Guarantor does not Guarantee any Indebtedness upon the achievement of the Company or any other Guarantor under a Credit Facility other than Investment Grade Status by the Notes. In addition, the ; provided that such Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing Guarantee shall be deemed to occur automatically, without further action by reinstated upon the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedReversion Date. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Guarantee of a Subsidiary Guarantor (other than the Note Guarantee of Sappi International SA in the case of clause (ix)) and of the Parent in the case of clauses (iv), (v) and (vii) shall be released: (ai) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the Company, if the such sale or other disposition does not violate Section 4.10 hereof; (bii) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanySubsidiary, if the such sale or other disposition does not violate Section 4.10 hereof and such that Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (ciii) upon designation of such if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with pursuant to the terms of this Indenture; or; (div) at such time as such Guarantor does not Guarantee any Indebtedness described in Article 9; (v) upon the full and final payment and performance of all Obligations of the Company or any other Guarantor Issuer and the Guarantors under a Credit Facility other than this Indenture and the Notes. In addition, ; (vi) upon the release or discharge of the Note Guarantees Guarantee by such Subsidiary Guarantor of all Guarantors will be released the Indebtedness that resulted in the creation of such Note Guarantee pursuant to Section 4.16 hereof (but not the release of any Note Guarantee in effect on the Issue Date); (vii) upon Legal Defeasance or Covenant Defeasance as provided for in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for Article 12, respectively; (viii) upon the full amount solvent liquidation or winding up of principal of, premium, a Subsidiary Guarantor; (ix) if any, on, and interest, if any, onon any date following the Issue Date the Notes have achieved Investment Grade Status, the Notes Issuer has delivered a written notice thereof to the Trustee and for the other obligations of any Guarantor no Default has occurred and is continuing under this Indenture as provided of the date of delivery of such notice; or (x) in this Article 10connection with an enforcement sale by the Security Agent in accordance with the terms of the Intercreditor Agreement.

Releases. (i) The Note Guarantee Lenders hereby irrevocably authorize the Agent to, and the Agent shall, release any Liens granted to the Agent by the Loan Parties on any Pledged Collateral (i) upon the termination of a Guarantor shall be released: the all Revolving Loan Commitments, the expiration or termination of all Facility LCs and payment and satisfaction in full in cash of all Secured Obligations (aother than contingent indemnity obligations), (ii) constituting property being sold, transferred or otherwise disposed of if the Company certifies to the Agent that such sale, transfer or disposition is made in connection compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) provided that after such release the Company remains in compliance with Section 6.21(c) or (iii) as required to effect any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) Pledged Collateral in connection with any sale exercise of remedies of the Agent and the Lenders pursuant to this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties. (ii) The Lenders hereby irrevocably authorize the Agent to, and the Agent shall, in the event of a sale, transfer or other disposition of Capital Stock all of that the Equity Interests of any Guarantor to a Person that is not (either before or after giving effect to such transaction) if the Company certifies to the Agent that such sale, transfer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary is made in accordance compliance with the terms of this Indenture; or Agreement (d) at and the Agent may rely conclusively on any such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automaticallycertificate, without further action by the Trustee or Holders of Notesinquiry), upon delivery by the Company of an Officers’ Certificate stating that the conditions to release such release have been satisfied. Any Guarantor not released from its obligations under its the Domestic Subsidiary Guaranty, provided that (i) such Guarantor is concurrently released from any obligations it may have with respect to Subordinated Indebtedness and Senior Note Guarantee as provided Indebtedness and (ii) after such release the Company remains in this compliance with Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 106.21(c).

Releases. The Note Guarantee of a Subsidiary Guarantor (other than the Note Guarantee of Sappi International SA in the case of clause (ix)) and of the Parent in the case of clauses (iv), (v) and (vii) shall be released: (ai) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the Company, if the such sale or other disposition does not violate Section 4.10 hereof; (bii) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanySubsidiary, if the such sale or other disposition does not violate Section 4.10 hereof and such that Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the such sale or other disposition; (ciii) upon designation of such if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as to be an Unrestricted Subsidiary in accordance with pursuant to the terms of this Indenture; or; (div) at such time as such Guarantor does not Guarantee any Indebtedness described in Article 9; (v) upon the full and final payment and performance of all Obligations of the Company or any other Guarantor Issuer and the Guarantors under a Credit Facility other than this Indenture and the Notes. In addition, ; (vi) upon the release or discharge of the Note Guarantees Guarantee by such Subsidiary Guarantor of all Guarantors will be released the Indebtedness that resulted in the creation of such Note Guarantee pursuant to Section 4.16 hereof (but not the release of any Note Guarantee in effect on the Issue Date); (vii) upon Legal Defeasance or Covenant Defeasance as provided for in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as provided in Article 12, respectively; (viii) upon the solvent liquidation or winding up of a Subsidiary Guarantor; (ix) if on any date following the Issue Date the Notes have achieved Investment Grade Status, the Issuer has delivered a written notice thereof to the Trustee and no Default has occurred and is continuing under the Indenture as of the date of delivery of such notice; or (x) in connection with an enforcement sale by the Security Agent in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by terms of the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Intercreditor Agreement.

Releases. The Note Guarantee of a Guarantor other than the Parent shall be released: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanyParent, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Parent as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or; (d) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (e) at such time as such Guarantor does not ceases to borrow under the Credit Agreement or Guarantee any Indebtedness of the Company indebtedness incurred thereunder or any other Guarantor under a Credit Facility Indebtedness (other than the Notes) of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount; or (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. In addition, the Note Guarantees Guarantee of all Guarantors any Guarantor will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) If, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any specified Shared Collateral (including for such purpose, in connection with any the case of the sale or other disposition of all or substantially all of the properties equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or assets any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of that Guarantor, in connection with a Disposition by way the owner of merger, consolidation such Shared Collateral in a transaction permitted under the First-Lien Debt Documents; or (ii) the First-Liens thereon have been or otherwise, to are being released in connection with a Person Subsidiary that is not released from its guarantee under the First-Lien Debt Documents; or (either before iii) the First-Liens thereon have been or are being otherwise released as permitted by the First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of the First-Lien Secured Parties (unless, in the case of clause (ii) or (iii) of this Section 5.1(a) such release occurs in connection with, and after giving effect to to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (such transaction) the Company discharge not in connection with any such foreclosure or exercise of remedies or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Junior-Lien upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Shared Collateral securing First-Lien Obligations are released and discharged (b) provided that in the case of a Payment Discharge, the Liens on any Shared Collateral disposed of in connection with the satisfaction in whole or in part of First-Lien Obligations shall be automatically released but any sale or other disposition of Capital Stock of that Guarantor to a Person that is proceeds thereof not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary used for purposes of the Company, if the sale Discharge of First-Lien Obligations or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary otherwise in accordance with the terms Junior-Lien Debt Documents shall be subject to Junior-Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Designated Junior-Lien Collateral Agent of this Indenture; or a notice from the Applicable First-Lien Collateral Agent stating that any such release of Liens securing or supporting the First-Lien Obligations has become effective (d) or shall become effective upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such time as instruments, releases, termination statements or other documents confirming such Guarantor does not Guarantee any Indebtedness release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Applicable First-Lien Collateral Agent in connection with such release (and shall be prepared by the Applicable First-Lien Collateral Agent). In the case of the Company sale of capital stock of a Subsidiary or any other Guarantor transaction resulting in the release of such Subsidiary’s guarantee under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance First-Lien Debt Documents in accordance with Article 8 hereof or satisfaction and discharge the Credit Agreement, the guarantee in favor of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumJunior-Lien Secured Parties, if any, onmade by such Subsidiary will automatically be released and discharged as and when, and interest, if any, onbut only to the extent, the Notes guarantee by such Subsidiary of First-Lien Obligations is released and for the other obligations of any Guarantor under this Indenture as provided in this Article 10discharged.

Releases. The Note Guarantee of a Guarantor shall will be automatically released: (a1) in connection with any sale sale, transfer or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale sale, transfer or other disposition does not violate Section 4.10 hereofthe provisions of this Indenture; (b2) in connection with any sale sale, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if (a) following the sale or other disposition, such Guarantor is no longer a Restricted Subsidiary of the Issuer and (b) the sale, transfer or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a the provisions of this Indenture; (3) if the Issuer designates any Restricted Subsidiary of the Company as Issuer that is a result of the sale or other disposition; (c) upon designation of such Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (4) upon the release or discharge of such Guarantor from its liability in respect of the guarantee which created the obligation on the part of such Guarantor to provide a Note Guarantee in accordance with Section 4.15 hereof, except a release or discharge by or as a result of payment under such guarantee; or (d5) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as provided in accordance with Article 11 Articles 8 and 12 hereof. Any release pursuant to In the foregoing shall be deemed to occur automaticallyevent that any released Guarantor thereafter becomes a Wholly-Owned Domestic Restricted Subsidiary of the Issuer, without further action or guarantees Indebtedness of the Issuer or any Guarantor, such former Guarantor will again provide a Note Guarantee and assume by written agreement all of the Trustee or Holders obligations of Notesa Guarantor under this Indenture, upon delivery by such Guarantor’s Note Guarantee and the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedapplicable Security Documents. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The (a) A Note Guarantee of a Subsidiary Guarantor shall be releasedautomatically and unconditionally released and discharged without the consent of Holders of Notes and each Subsidiary Guarantor and its obligations under the Notes Guarantee will be released and discharged upon: (a1) in connection with any sale the sale, exchange, disposition or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of transfer (including through merger, consolidation consolidation, amalgamation, Division or otherwise, to a Person that is not dissolution) of (either before or after giving effect to such transactionx) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if after such transaction the sale Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor if such sale, exchange, disposition or other disposition does not violate transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.10 4.07 hereof and such Guarantor ceases to be a the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Acquisition Closing Date is required to guarantee the Notes pursuant to Section 4.16 hereof, the release or discharge of the Company Guarantee by such Subsidiary Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, that resulted in the obligation to guarantee the Notes, except by reason of payment under or the termination or repayment of the New Term Loan Credit Agreement or if a release or discharge is by or as a result of payment in connection with the sale or enforcement of remedies under such other dispositionGuarantee; (c4) upon designation the Issuer’s exercise of such Guarantor as an Unrestricted Subsidiary its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with the terms of this Indenture; or; (d5) at such time as such Guarantor does not Guarantee any Indebtedness the release or discharge of the Company Guarantee by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the New Term Loan Credit Agreement, except by reason of payment under or the termination or repayment of the New Term Loan Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation; (6) such Subsidiary Guarantor becoming an Excluded Subsidiary; (7) such Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary of the Issuer, including as a result of any foreclosure of any pledge or security interest securing Indebtedness or any exercise of remedies in respect thereof in accordance with the Intercreditor Agreements, as applicable; provided that such Subsidiary Guarantor shall only be released if such Subsidiary became a non-Wholly Owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide joint venture where the other Guarantor under a Credit Facility Person taking an equity interest in such Subsidiary is not an Affiliate of Parent (other than the Notes. In addition, as a result of such joint venture); (8) the Note Guarantees are unconditionally released and discharged pursuant to Section 4.19 hereof; (9) such Guarantor is released pursuant to clause (8) of all Guarantors Section 9.02; (b) A Note Guarantee of Parent shall be automatically and unconditionally released and discharged without the consent of Holders of Notes and the obligations of Parent under the Notes Guarantee will be released upon and discharged upon: (1) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance in accordance with option pursuant to Article 8 hereof hereof, or if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with Article 11 hereofthe terms of this Indenture; (2) the release or discharge of the Guarantee by, or direct obligation of, Parent of the Obligations under the New Term Loan Credit Agreement, except by reason of payment under or the termination or repayment of the New Term Loan Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation. Any In connection with any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notesa Guarantor, upon delivery by the Company Issuer to the Trustee of an Officers’ Officer’s Certificate stating and Opinion of Counsel to the effect that the all conditions precedent provided for in this Indenture to such release have been satisfiedcomplied with, the Trustee will execute any documents reasonably requested by the Issuer in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. The Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 10.07 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The obligations of any Subsidiary Guarantor (other than any Intermediate Parent) under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor shall be releasedthe following occurs: (a1) upon any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange or transfer is made in connection compliance with any the applicable provisions of this Indenture; (2) upon the sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary otherwise in accordance with the terms of this Indenture; or; (d3) at upon the release of such time Subsidiary Guarantor from its guarantee, if any, and of all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the Senior Secured Credit Facilities; (4) upon the designation of such Subsidiary Guarantor as such Guarantor does not Guarantee any Indebtedness an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definition of “Unrestricted Subsidiary” herein; (5) if the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon exercises its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or satisfaction and discharge of if the Company’s obligations under this Indenture are discharged in accordance with Article 11 hereof. Any this Indenture; (6) the release pursuant or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or (7) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the foregoing shall be deemed Company or another Guarantor; in the case of clauses (1) and (2) of this Section 10.04, other than to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of an Officers’ Certificate stating that the conditions to such release have been satisfieddisposition. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.04. The obligations of Holdings and any Intermediate Parent under its Note Guarantee will be automatically and unconditionally released and discharged upon: (1) the exercise by the Company of its legal defeasance option or covenant defeasance option as described under Article 8 or the discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture as described under “Satisfaction and Discharge” or the consolidation or merger of the Company with Holdings or an Intermediate Parent in a manner permitted pursuant to, the provisions described above under Section 5.01; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate, stating that all conditions precedent provided for in the Indenture relating to such release and discharge have been complied with.

Releases. The Note Guarantee of a Guarantor the Guaranteeing Subsidiary shall be releasedautomatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (ai) in connection with any sale sale, exchange, disposition or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (ii) the release or discharge of the properties or assets of that Guarantor, guarantee by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Guaranteeing Subsidiary of the Companyguarantee that resulted in the creation of such Guarantee, if the sale except a discharge or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale release by or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the sale or other dispositionextent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture); (ciii) upon the designation of such Guarantor any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the satisfaction and discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this the Indenture; orand (db) at such time as such Guarantor does not Guarantee any Indebtedness Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionCounsel, the Note Guarantees of each stating that all Guarantors will be released upon Legal Defeasance or Covenant Defeasance conditions precedent provided for in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions relating to such release transaction have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10complied with.

Releases. (a) The Note Guarantee of a Guarantor shall will be released: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofIssuer; (b2) in connection with any sale or other disposition of Capital Stock all of the Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionIssuer; (c3) upon designation of if the Issuer designates such Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; or; (d4) in connection with any merger or consolidation of that Guarantor with and into the Issuer or any other Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; (5) at the election of the Issuer, upon or after the release or discharge of the Guarantee by such time Guarantor under the Existing Credit Agreement or, as applicable, the Guarantee by such Guarantor in respect of the Capital Markets Debt that resulted in the obligation of such Guarantor to Guarantee the Notes, except in each case a release or discharge by or as a result of payment in connection with the enforcement of remedies under such Guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is reinstated, such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to this Indenture); provided that after giving effect to the release of the Note Guarantee of such Guarantor under this clause (5) (and all other substantially concurrent releases of Guarantees made by such Guarantor), such Guarantor does not Guarantee the Existing Credit Agreement or any Indebtedness Capital Markets Debt issued by the Issuer or a Guarantor with an aggregate outstanding principal amount in excess of $100.0 million; (6) in the case of any Restricted Subsidiary of the Company Issuer that becomes a Guarantor at the Issuer’s election pursuant to clause (2) under Section 4.10 upon written notice to the Trustee of the Issuer’s election to release such Guarantor (unless otherwise provided in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other Guarantor under circumstance described in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released Guarantor; or (7) upon Legal Defeasance or Covenant Defeasance legal defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. 11. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will 10.04 shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in and subject to any limitations contained in this Article 10. (c) Upon delivery to the Trustee of an Officers’ Certificate and Opinion of Counsel to the effect that the applicable requirement set forth in any of clauses (1) through (7) of Section 10.04(a) has been complied with, the Trustee, at the Issuer’s expense, will execute any documents reasonably requested by the Issuer to evidence the release of the applicable Note Guarantee.

Releases. The Note Guarantee of a Guarantor shall be released: (a) (i) If, in connection with (A) any sale exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)) or any Going Out of Business Sale, or (B) any sale, transfer or other disposition of all or substantially all any portion of the properties or assets of that GuarantorABL Priority Collateral, by way of mergerso long as such sale, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale transfer or other disposition does is then not violate Section 4.10 hereof; prohibited by the ABL Documents (bor consented to by the requisite ABL Lenders) or by the Note Documents (or consented to by the requisite Noteholders), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Notes Agent, for the benefit of the Note Claimholders, on the Collateral sold or disposed of in connection with any sale or other disposition of Capital Stock of that Guarantor therewith, shall be automatically, unconditionally and simultaneously released; provided that, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of extent the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation Proceeds of such Guarantor as an Unrestricted Subsidiary ABL Priority Collateral are not applied to reduce ABL Obligations, the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Indenture; orAgreement. The Notes Agent, on behalf of the Note Claimholders, promptly shall execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may request in writing to effectively confirm such release. (dii) at such time If, in connection with (A) any exercise of remedies or Enforcement (including as provided for in Sections 3.2(b) or Section 6.8(b)), or (B) any sale, transfer or other disposition of all or any portion of the Notes Priority Collateral, so long as such Guarantor does sale, transfer or other disposition is then not Guarantee prohibited by the Note Documents (or consented to by the requisite Noteholders) or by the ABL Documents (or consented to by the requisite ABL Lenders), irrespective of whether a Note Default has occurred and is continuing, the Notes Agent, on behalf of any Indebtedness of the Company or Note Claimholders, releases any other Guarantor under a Credit Facility other than of its Liens on any part of the Notes. In additionNotes Priority Collateral, then the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumLiens, if any, onof the ABL Agent, for the benefit of the ABL Claimholders, on the Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and interestsimultaneously released; provided that the provisions of Section 3.3 shall continue, if anyto the extent such Section is applicable at the time of such sale, ontransfer or other disposition; provided, further that, to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce Note Obligations, the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The ABL Agent, on behalf of the ABL Claimholders, promptly shall execute and deliver to the Notes Agent or such Grantor such termination statements, releases and for other documents as the other obligations of any Guarantor under this Indenture as provided in this Article 10Notes Agent or such Grantor may request to effectively confirm such release.

Releases. The Note Guarantee of a Guarantor shall be released: (a) This Agreement, the Lien in connection with any sale or other disposition of all or substantially all favor of the properties or assets Co-Collateral Agents (for the benefit of that Guarantor, by way of merger, consolidation or otherwise, the Credit Parties) and all other security interests granted hereby shall terminate with respect to a Person that is not all Obligations when (either before or after giving effect to such transactioni) the Company Commitments shall have expired or a Restricted Subsidiary of the Companybeen terminated, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionii) the Company or a Restricted Subsidiary principal of and interest on each Loan and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Obligations have been accelerated as a result of the sale occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and the Co-Collateral Agents, provided, however, that in connection with the termination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other disposition; (c) upon designation Loan Party. At the request and sole expense of any Grantor following any such Guarantor as an Unrestricted Subsidiary in accordance with termination, the terms of this Indenture; or (d) at Co-Collateral Agents shall deliver to such time Grantor any Collateral held by the Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant Grantor shall reasonably request to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to evidence such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10termination.

Releases. (a) The Note Subsidiary Guarantee of a Guarantor shall be releasedreleased automatically: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and following such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (c3) upon designation defeasance or satisfaction and discharge of such the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of that is permitted under this Supplemental Indenture; or (d5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such time as such Guarantor does not Guarantor’s Guarantee any of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company or any other Guarantor outstanding under a the Credit Facility other than Agreement at that time, upon the Notes. In addition, requisite consent of the Note Guarantees Holders of all Guarantors will other Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article pursuant to Articles 8 and 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon . (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions action or event giving rise to such the applicable release have been satisfied. has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) If Gatherer fails or is unable or unwilling for any reason (including Force Majeure) to accept all volumes of Committed Saltwater tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Agreement and provide the Services in connection with any sale or other disposition of all or substantially all of accordance therewith, then Producer shall have the properties or assets of that Guarantorright, by way of merger, consolidation or otherwiseat its sole discretion, to obtain, and Gatherer shall promptly grant, a Person that is not temporary release from the covenant and commitment made by Producer under this Agreement for (either before or after giving effect to such transactioni) the Company volumes of Committed Saltwater in excess of what Gatherer is willing or able to accept and (ii) any associated Service Acreage directly affected thereunder until such time when Gatherer notifies Producer that it is willing and able to accept such volumes. Notwithstanding the foregoing, Gatherer shall promptly provide Producer with a Restricted Subsidiary written explanation detailing the reason for its inability to receive any volumes of Committed Saltwater into the CompanyGathering System, if the sale or other disposition does not violate Section 4.10 hereof;and its commitment to diligently pursue a plan to be able to receive all such volumes of Committed Saltwater tendered by Producer at each Receipt Point. (b) If Gatherer fails or is unable or unwilling for any reason (other than Force Majeure) to accept all volumes of Committed Saltwater tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Agreement and provide the Services in connection with any sale accordance therewith for 90 consecutive Days or other disposition of Capital Stock of that Guarantor more, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a Person that is not permanent release from the covenant and commitment made by Producer under this Agreement for (either before or after giving effect to such transactioni) the Company volumes of Committed Saltwater in excess of what Gatherer is willing or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof able to accept and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;(ii) any associated Service Acreage directly affected thereunder. (c) upon designation In addition to Producer’s rights and Gatherer’s obligations set forth in Section 6.4(a) and Section 6.4(b), Producer shall also have the right to (i) immediately enter into commitments to deliver such volumes of Committed Saltwater to other third party gatherers, such Guarantor as an Unrestricted Subsidiary in accordance commitments to be for no longer than 30 Days for Committed Saltwater temporarily released, (ii) deliver all such volumes of Committed Saltwater to any then-existing Disposal Xxxxx on a priority basis with respect to then-available capacity at such Disposal Xxxxx subject to the terms applicable Disposal Fee, and (iii) get reimbursed for mitigation costs incurred by Producer under any gathering and/or disposal agreements for the volumes of this Indenture; oraffected Committed Saltwater with any third parties. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided The rights set forth in this Section 10.05 will remain liable 6.4 shall be Producer’s sole and exclusive remedy for Gatherer’s curtailment, suspension, delay or failure to provide the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture Services as provided set forth in this Article 10Agreement.

Releases. The Notwithstanding Section 12.04(9) hereof, the Note Guarantee of a Guarantor shall will be released: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Eldorado or a Restricted Subsidiary of the CompanyEldorado, if the sale or other disposition does not violate Section Sections 3.10 or 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Eldorado or a Restricted Subsidiary of the CompanyEldorado, if the sale or other disposition does not violate Section Sections 3.10 or 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of the Company Eldorado as a result of the sale or other disposition; (c3) upon designation of such if Eldorado designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; orSection 4.19 hereof; (d4) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction Satisfaction and discharge Discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant ; or (5) upon the dissolution of a Guarantor if its assets are distributed to the foregoing shall be deemed Issuers or another Guarantor. Upon delivery to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Officer’s Certificate stating and Opinion of Counsel to the effect that the conditions to such release set forth in clauses (1) through (5) hereof, as applicable, have been satisfied, the Trustee, at Eldorado’s expense, will execute any documents reasonably requested by Eldorado to evidence the release of the applicable Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Notes Guarantee of a Guarantor shall will be releaseddischarged and released upon the delivery to the Trustee and Collateral Agent of an Officer’s Certificate stating that one of the following has occurred, and an Opinion of Counsel that all conditions to such release under the terms of this Indenture have been satisfied: (ai) in connection with respect to a Spectrum Assets Guarantor and any Equity Pledge Guarantor that holds the Equity Interests of such Spectrum Assets Guarantor, upon the sale or other disposition of all of the Equity Interests of such Spectrum Assets Guarantor or all or substantially all of the properties or assets of that Guarantor, such Spectrum Assets Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to (a) a Person that is not other than an Affiliate of such Guarantor or (either before or after giving effect to such transactionb) the Company or a Restricted Subsidiary of the CompanySpectrum Joint Venture, in each case, if the such sale or other disposition does not violate the provisions set forth under Section 4.10 hereof4.13 or Section 11.01 hereto, as applicable; (bii) upon payment in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary full of the Company, if Notes together with accrued and unpaid (or not yet capitalized in the sale or case of PIK Interest) interest thereon and payment and performance of all other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary obligations (other than contingent obligations that survive termination) of the Company as a result of and the sale or other dispositionGuarantors under the Notes Documents; (ciii) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as set forth in accordance with Article 11 hereof3; or (iv) as set forth in Article 10. Any Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (i) shall not be deemed to occur automatically, without further action by the Trustee permitted while any Default or Holders Event of Notes, upon Default has occurred and is continuing. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions precedent under this Indenture to such the release of a Guarantor from its Notes Guarantee pursuant to clauses (a)(i) through (iii) of this Section 13.03 have been satisfied. complied with, the Trustee will execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Notes Guarantee. (c) Any Guarantor not released from its obligations under its Note Notes Guarantee as provided in this Section 10.05 13.03 will remain liable for the full amount of principal of, premium, of and interest and premium if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1013.

Releases. The Note Guarantee of a Guarantor shall be released: (a) When all Obligations have been paid in connection with any sale or full and no Obligations shall be outstanding, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other disposition of all or substantially all than those expressly stated to survive such termination) of the properties Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or assets performance of that Guarantorany act by any party, by way and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of mergerany Grantor following any such termination, consolidation or otherwise, to a Person that is not (either before or after giving effect the Collateral Agent shall promptly deliver to such transaction) Grantor any Collateral held by the Company Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. The Liens securing the Notes Obligations will be released, in whole or a Restricted Subsidiary in part, as provided in Section 11.02 and Section 11.07 of the CompanyIndenture. The Liens securing Additional Pari Passu Liens Obligations of any series will be released, if in whole or in part, as provided in the sale or other disposition does not violate Section 4.10 hereof;Additional Pari Passu Agreement governing such obligations. (b) in connection with At any sale time that a Grantor desires that the Collateral Agent take any action to acknowledge or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving give effect to such transaction) the Company or a Restricted Subsidiary any release of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release Collateral pursuant to the foregoing Section 8.14(a), such Grantor shall be deemed deliver to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by Collateral Agent (and the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumrelevant subagent, if any, ondesignated hereunder) a certificate signed by an officer of such Grantor stating that the release of the respective Collateral is permitted pursuant to such Section 8.14(a) and such other certifications relating to such release that the Collateral Agent may reasonably request, and interest, if any, on, upon which the Notes and for Collateral Agent may conclusively rely. The Collateral Agent shall have no liability whatsoever to any other Secured Party as the other obligations result of any Guarantor under release of Collateral in accordance with, or which the Collateral Agent believes to be in accordance with, this Indenture as provided in this Article 10Section 8.14.

Releases. The Note Guarantee (a) If, at any time any Grantor or the holder of a Guarantor shall be releasedany First Lien Claim delivers notice to the Second Lien Agent that any specified Common Collateral (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (ai) by the owner of such Common Collateral in a transaction permitted under the First Lien Credit Agreement and the Second Lien Indenture; or (ii) (x) during the existence of any Event of Default under (and as defined in) the First Lien Credit Agreement to the extent the First Lien Agent has consented to such sale, transfer or disposition, or (y) in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder; or (iii) or is otherwise released as permitted by the First Lien Credit Agreement (other than a release upon the Discharge of First Lien Claims), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Lien Secured Parties upon such Collateral (excluding any portion of such Collateral or proceeds of such Collateral (if any) remaining after the Discharge of First Lien Claims and not disposed of in connection therewith) will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing First Lien Claims are released and discharged. Upon delivery to the Second Lien Agent of a notice from the First Lien Agent stating that any release of Liens securing or supporting the First Lien Claims has become effective (or shall become effective upon the Second Lien Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), the Second Lien Agent will promptly execute and deliver such instruments, releases, termination statements or other disposition documents confirming such release on customary terms at the expense of SSC. In the case of the sale of all or substantially all of the properties capital stock of a Grantor or assets any of that Guarantorits Subsidiaries, the guarantee in favor of the Second Lien Secured Parties, if any, made by way of mergersuch Grantor or Subsidiary will automatically be released and discharged as and when, consolidation but only to the extent, the guarantee by such Grantor or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;First Lien Claims is released and discharged. (b) The Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, hereby irrevocably constitutes and appoints the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in connection with the place and stead of the Second Lien Agent or such holder or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any sale and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other disposition instruments of Capital Stock of that Guarantor to a Person that is not (either before transfer or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;release. (c) upon designation In the event that the aggregate principal amount of loans outstanding under the First Lien Documents, at any time, is less than 15% of the sum of such Guarantor as an Unrestricted Subsidiary amount and the aggregate principal amount of the Indebtedness outstanding under the Second Lien Documents, then any release or discharge with respect to the Common Collateral (other than a release or discharge contemplated by Section 5.1(a)(i) or Section 5.1(a)(ii) above) shall require the consent of the holders of First Lien Claims and Second Lien Claims representing in accordance with the terms aggregate more than 50% of this Indenture; orthe sum of (i) the aggregate principal amount of loans outstanding under the First Lien Documents and (ii) the aggregate principal amount of the Indebtedness outstanding under the Second Lien Documents. (d) at such time as such Guarantor does not Guarantee any Indebtedness Unless and until the Discharge of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionFirst Lien Claims has occurred, the Note Guarantees Second Lien Agent, for itself and on behalf of all Guarantors will be released upon Legal Defeasance each Second Lien Secured Party, hereby consents to the application, whether prior to or Covenant Defeasance in accordance with Article 8 hereof after a default, of proceeds of Common Collateral or satisfaction and discharge other collateral to the repayment of this Indenture in accordance with Article 11 hereof. Any release First Lien Claims pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating First Lien Credit Agreement; provided that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided nothing in this Section 10.05 will remain liable for 5.1(d) shall be construed to prevent or impair the full amount rights of principal of, premium, if any, on, and interest, if any, on, the Notes and for Second Lien Agent or the other obligations Second Lien Secured Parties to receive proceeds in connection with the Second Lien Claims not otherwise in contravention of any Guarantor under this Indenture as provided in this Article 10Agreement.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with The Issuer shall be entitled to obtain a release from the Lien of this Indenture for any sale or other disposition of all or substantially individual Contract and the related Contract Assets at any time after all of the properties conditions for such release set forth in the Transaction Documents have been satisfied and (i) after a payment by the Transferor or assets of that Guarantorthe Servicer, by way of mergeras applicable, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) under the Company or a Restricted Subsidiary provisions of the Companyrelevant Transaction Documents, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if related Contract Repurchase Price therefor or (ii) after a Substitute Contract and the sale or other disposition does not violate Section 4.10 hereof related Contract Assets are substituted for such Contract and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary related Contract Assets in accordance with the terms of this Indenture; or (d) at Transaction Documents. In order to effect any such time as such Guarantor does not Guarantee any Indebtedness release, the Servicer, on behalf of the Company or any other Guarantor under a Credit Facility other than Issuer, shall deliver to the Notes. In addition, Trustee and the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance Custodian in accordance with Article 8 hereof the Transaction Documents a Request for Release, in the form attached hereto Exhibit F-1, (1) identifying the Contracts and the related Equipment to be released, (2) requesting the release thereof, (3) setting forth the amount deposited in the Collection Account with respect thereto, or satisfaction identifying the Substitute Contract substituted therefor in the event that the subject Contracts and discharge the related Equipment are being released from the Lien of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automaticallyclause (ii) above, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating (4) certifying that the amount deposited in the Collection Account equals the Contract Repurchase Price relating to such Contracts and the related Equipment in the event that the subject Contracts and the related Equipment are being released from the Lien of this Indenture pursuant to clause (i) above and (5) certifying that all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied. Any Guarantor not released The Trustee, upon receipt of a written request in the form attached hereto as Exhibit F-1, and the Trustee’s confirmation that the related (i) Contract Repurchase Price has been deposited into the Collection Account or (ii) Substitute Contract has been substituted for the Contract, shall execute instruments to release a Contract from its obligations under its Note Guarantee the lien of this Indenture, or convey the Trustee’s interest in the same. (b) Upon receipt of the Request for Release from the Servicer in the form attached hereto as provided Exhibit F-1, including a certification that all of the conditions specified in clause (a) of this Section 10.05 will remain liable 4.07 have been satisfied and provided that all other certifications and documents required under the terms of this Indenture have been received by the Trustee, the Trustee shall release from the Lien of this Indenture and the Custodian shall deliver to the Issuer or upon Issuer Order the Contracts and all related Contract Assets described in the Issuer’s Request for Release. (c) The Custodian may, if requested by the Servicer, in the form attached hereto as Exhibit F-1, for purposes of servicing a Contract, temporarily deliver to the Servicer the original Contract. Any Contract temporarily delivered from the custody of the Custodian to the Servicer or its agents shall have affixed to such Contract a copy of such written request in the Form of Exhibit F-1, which shall contain a legend to the effect that the Contract is the property of the Issuer and has been pledged to U.S. Bank National Association, as Trustee for the full amount benefit of principal ofthe Secured Parties. The Servicer shall promptly return the Contract to the Custodian, premiumalong with a letter attached hereto as Exhibit F-2, upon the need therefor no longer existing; provided that if any, on, and interest, if any, onan Event of Default has occurred, the Notes and for Servicer shall forthwith return to the other obligations of any Guarantor under Custodian each Contract temporarily delivered pursuant to this Indenture as provided in this Article 10Section 4.07.

Releases. The Note Guarantee of a Guarantor shall be released: (a) (i) If, in connection with (A) any sale exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)), or (B) any sale, transfer or other disposition of all or substantially all any portion of the properties or assets ABL Priority Collateral (other than in connection with a Refinancing as described in Section 5.5), so long as, in the case of that Guarantorthis clause (B), by way of mergersuch sale, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale transfer or other disposition does is then not violate Section 4.10 hereof; prohibited by the ABL Loan Documents (bor consented to by the requisite ABL Lenders) and by any of the Notes Documents (or consented to by the requisite Noteholders under the applicable Notes Documents), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of each Notes Agent, for the benefit of each Notes Claimholders, on the Collateral sold or disposed of in connection with any sale or other disposition of Capital Stock of that Guarantor therewith, shall be automatically, unconditionally and simultaneously released; provided that, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of extent the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation Proceeds of such Guarantor as an Unrestricted Subsidiary ABL Priority Collateral are not applied to reduce ABL Obligations, each Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness Agreement. Each Notes Agent, on behalf of the Company Notes Claimholders, promptly shall execute and deliver to the ABL Agent or any such Grantor such termination statements, releases and other Guarantor under a Credit Facility other than documents as the NotesABL Agent or such Grantor may request in writing to effectively confirm such release. In additionFollowing Discharge of the ABL Obligations, the Note Guarantees rights of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations ABL Agent under its Note Guarantee as provided in this Section 10.05 will remain liable for 5.1(a)(i) shall become rights of the full amount Agent representing the next Higher Priority Obligations in respect of principal of, premium, if any, on, ABL Priority Collateral and interest, if any, on, the Notes and for the other obligations seriatim thereafter following Discharge of any Guarantor under this Indenture as provided each successive class of Higher Priority Obligations in this Article 10respect of ABL Priority Collateral.

Releases. The A Note Guarantee of a Guarantor shall will be released: (a) in connection with any sale sale, disposition or other disposition transfer of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyGuarantor, if the sale sale, disposition or other disposition transfer does not violate the provisions of Section 4.10 hereof; (b) in connection with any sale sale, disposition or other disposition transfer of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyGuarantor, if the sale sale, disposition or other disposition transfer does not violate the provisions of Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionhereof; (c) upon designation of such if the Issuer designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (d) upon the release or discharge of such Guarantors’ Guarantee of the Credit Agreement or under the Indebtedness that triggered such Guarantor’s Note Guarantee, except a discharge or release by or as a result of payment under such other Guarantee; (e) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or (df) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance as provided in accordance with Article 8 Section 8.02 hereof or satisfaction and discharge of this Indenture as provided in accordance with Article 11 Section 12.01 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The A Note Guarantee of a Guarantor shall will be released: (a) in connection with any sale sale, disposition or other disposition transfer of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyGuarantor, if the sale sale, disposition or other disposition transfer does not violate the provisions of Section 4.10 hereof; (b) in connection with any sale sale, disposition or other disposition transfer of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyGuarantor, if the sale sale, disposition or other disposition transfer does not violate the provisions of Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionhereof; (c) upon designation of such if the Issuer designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (d) upon the release or discharge of such Guarantors’ Guarantee of the Credit Agreement or under the Indebtedness that triggered such Guarantor’s Note Guarantee, except a discharge or release by or as a result of payment under such other Guarantee; (e) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or (df) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance as provided in accordance with Article 8 Section 8.02 hereof or satisfaction and discharge of this Indenture as provided in accordance with Article 11 Section 11.01 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate complies with Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company an Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate complies with Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant ; (e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) at such time as such Guarantor ceases to Guarantee any other Indebtedness of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount; or (g) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the foregoing shall be deemed Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedexist. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interestinterest and Special Interest, if any, on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if then such Guarantor (in the event of a sale or other disposition does not violate Section 4.10 hereof; disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (b) in connection with any the event of a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Restricted Subsidiary substantially all of the Company, if the properties or assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that following such sale or other disposition does not violate Section 4.10 hereof and such disposition, the Guarantor ceases to be a Restricted Subsidiary of the Company Issuer. (b) At such time as any Guarantor ceases to guarantee or be a result co-obligor in respect of any other Debt of the sale Issuer or other disposition;of a Guarantor, the Note Guarantee of such Guarantor shall be automatically released; provided, however, that if, at any time following such release, that Guarantor incurs a guarantee of, or becomes a co-obligor in respect of, any Debt of the Issuer or a Guarantor, then such Guarantor shall be required to provide a Note Guarantee as provided in Section 4.06 hereof. (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance with respect to a series of Notes in accordance with Article 8 hereof or satisfaction and discharge of this Indenture with respect to a series of Notes in accordance with Article 11 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee with respect to such Notes. (d) Upon the first day on which the Notes of each series then outstanding achieve an Investment Grade Rating, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that a Note Guarantee has been released in accordance with the conditions provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. The release of a Guarantor from its Note Guarantee pursuant to this Section 10.04 shall also release such release have been satisfiedGuarantor from all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 10.04 will remain liable for the full amount of principal of, and interest and premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the CompanyCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, if the then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof;. (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon Upon designation of such any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness under any Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee and its other Obligations under this Indenture; orprovided, however, that if, at any time following such release or discharge, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.18 hereof. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to , each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the foregoing shall merger or consolidation of any Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be deemed to occur automatically, without further action by the Trustee or Holders relieved of Notes, upon any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (f) Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions to such of this Section 10.05 for a release have been satisfied. Any , the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount and all of principal of, premium, if any, on, and interest, if any, on, the Notes and for the its other obligations of any Guarantor Obligations under this Indenture as provided in this Article 10Indenture.

Releases. (a) The Note Guarantee and all other obligations under this Indenture of a Guarantor shall will terminate and be released: : (a) in connection with any a sale or other disposition (including by way of consolidation or merger or otherwise) of the Guarantor or the sale or other disposition of all or substantially all the assets of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (bSubsidiary) in connection with any sale a transaction or other circumstance that does not violate this Indenture; (b) upon a disposition of the majority of the Capital Stock of that the Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is not no longer a Restricted Subsidiary; or (either before c) upon a liquidation or after giving effect dissolution of the Guarantor so long as no Default occurs as a result thereof, if its assets are distributed to such transaction) the Company or a Restricted Subsidiary another Guarantor; (d) in connection with the designation by the Company in accordance with this Indenture of the Company, if Guarantor as an Unrestricted Subsidiary or the sale or other disposition does not violate Section 4.10 hereof and such Guarantor otherwise ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or or (de) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with pursuant to Article 8 VIII hereof or upon satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon Article XI hereof. (b) Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate stating to the effect that such sale or other disposition was made in accordance with the conditions provisions of this Indenture, including without limitation Section 4.10 hereof, or such Note Guarantee is to such be released pursuant to the provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall execute any documents reasonably requested by the Company in order to evidence the release have been satisfiedof any Guarantor from all of its obligations under its Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in Obligations it has guaranteed pursuant to this Article 10.X.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the CompanyCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, if the then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof;. (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon Upon designation of such any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness under a Credit Facility or the Guarantee that resulted in the creation of a Note Guarantee, such Guarantor will be released and relieved of any obligations under its Note Guarantee and its other Obligations under this Indenture; orprovided, however, that if, at any time following such release or discharge, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.18 hereof. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to , each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the foregoing shall merger or consolidation of any Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be deemed to occur automatically, without further action by the Trustee or Holders relieved of Notes, upon any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (f) Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions to such of this Section 10.05 for a release have been satisfied. , the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and all of its other Obligations under this Indenture. (g) Any Guarantor not released from its obligations under its Note Guarantee and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal ofof and interest, and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Xxxxx Energy Partners or a Restricted Subsidiary of Xxxxx Energy Partners, or (ii) of all of the CompanyCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Xxxxx Energy Partners, if the then such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof;. (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon Upon designation of such any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. (c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness of the Issuers under a Credit Facility that would require it, if not a Guarantor, to become a Guarantor under Section 4.16, such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and its other obligations under this Indenture; orprovided, further, however that if, at any time following such release, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.16 hereof. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, each Guarantor will, automatically and without further action by action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. (e) Upon the Trustee merger, amalgamation or Holders consolidation of Notesany Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will, automatically and without further action, be relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that any release complies with the conditions provisions of this Section 10.05, the Trustee will execute any documents reasonably required in order to such evidence the release have been satisfiedof any Guarantor from its obligations under its Note Guarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal ofof and interest, and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with any sale or other disposition of all or substantially all Effective as of the properties or assets Closing, each party to this Agreement (each, a “Releasing Person”), for itself and on behalf of that Guarantorits current and former Affiliates, by way of mergerdirectors, consolidation or otherwiseofficers, employees and representatives and their respective successors and assigns, hereby irrevocably waives, releases and discharges each other party to a this Agreement and each such other party’s current and former Affiliates, directors, officers, employees and representatives and their respective successors and assigns (other than, in each case, any such other Person that is not an Affiliate of such Releasing Person immediately after the Closing) (either before or after giving effect each, a “Released Person”), from any and all Liabilities to such transactionReleasing Person of any kind or nature whatsoever (including in respect of rights of contribution or indemnification) based on, arising out of or relating to a Released Person’s status as a member, director, officer, employee or representative of NBCUniversal from the Company “Closing” (as defined in the Master Agreement) through and including the Closing hereunder, in each case whether arising under the NBCUniversal LLC Agreement or a Restricted Subsidiary any other agreement or understanding or otherwise at law or in equity (collectively, the “Released Obligations”); provided that the Released Obligations shall not include (i) any Liability of HoldCo in respect of any pre-Closing breach of Section 10.01 of the CompanyNBCUniversal LLC Agreement (as in effect from time to time prior to the Closing), if for which GE shall provide indemnification as provided in Section 9.01 hereof, (ii) any obligations (whether now existing or hereafter arising) of GE (A) under Section 9.14 of the sale NBCUniversal LLC Agreement as in effect immediately prior to the Closing or other disposition does not violate Section 4.10 hereof; (bB) in connection with any sale or other disposition respect of Capital Stock Confidential Information (as defined in the NBCUniversal LLC Agreement), all of that Guarantor to a Person that is not which obligations described in the foregoing clauses (either before or after giving A) and (B) shall continue in effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with their terms notwithstanding the terms withdrawal of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness member of NBCUniversal or any subsequent amendment, restatement or other modification of the Company NBCUniversal LLC Agreement (and GE acknowledges and agrees that it shall, and shall cause its Subsidiaries to, continue to treat Confidential Information (as defined in the NBCUniversal LLC Agreement) in accordance with Section 10.01 as though GE had been a member of NBCUniversal prior to the Closing) or (iii) any obligations of Comcast Navy Contribution, LLC, Comcast Navy Acquisition, LLC or NBCUniversal under Sections 4.10, 5.02, 10.02, 10.03 and 10.06 of the NBCUniversal LLC Agreement (as in effect from time to time prior to the Closing). For the avoidance of doubt, the foregoing waiver, release and discharge shall not apply in respect of any Liability arising under (1) this Agreement, (2) any other Guarantor under a Credit Facility Transaction Document, or (3) any Initial Investment Agreement other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10NBCUniversal LLC Agreement.

Releases. The Note Guarantee of a Guarantor shall with respect to a series of Notes will be releasedreleased and discharged automatically and unconditionally: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that such Guarantor, by way of merger, consolidation consolidation, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of the Capital Stock of that such Guarantor (by way of merger, consolidation, amalgamation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c3) upon designation of if the Company designates such Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; or; (d4) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 VIII hereof or satisfaction and discharge of this Indenture with respect to such series of Notes in accordance with Article 11 XI hereof. Any release ; (5) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (6) upon such Guarantor consolidating with, amalgamating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist; (7) at such time as such Guarantor is no longer required to be a Guarantor pursuant to the foregoing shall provisions of Section 4.15 hereof; or (8) the release of such Subsidiary Guarantor from its guarantee of the ABL Obligations and the Term Loan Obligations, so long as such Subsidiary Guarantor would not then otherwise be deemed required to occur automatically, without further action by guarantee the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions Notes pursuant to such release have been satisfiedSection 4.15. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. The Note Guarantee In the event of a Guarantor shall be released: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Restricted Subsidiary of the Company, if then such Guarantor (in the event of a sale or other disposition does not violate Section 4.10 hereof; disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (b) in connection with any the event of a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Restricted Subsidiary substantially all of the Company, if assets of such Guarantor) will be released and relieved of its obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof and hereof. In the event the Company designates any such Guarantor ceases to be a Restricted an Unrestricted Subsidiary in accordance with this Indenture, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. In the event any Guarantor shall cease (or simultaneously with the release of its Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. Upon delivery by the Company as a result to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition; disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (cor simultaneously with the release of its Guarantee hereunder shall cease) upon designation of such to have outstanding or guarantee any Specified Indebtedness or that the applicable Guarantor has been designated as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedGuarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (ai) with respect to a Guarantor other than Wind, in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation consolidation, amalgamation or otherwise, to a Person that is not (either before combination) or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Wind or a Restricted Subsidiary of the CompanyWind or an Affiliate of Wind or any of its Subsidiaries, if the sale, assignment, transfer, conveyance or other disposition is undertaken, and the Net Proceeds of such sale or other disposition does not violate are applied in accordance with, in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof 4.10. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositiondisposition was made by Wind in accordance with the provisions of this Indenture, including without limitation, Section 4.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (ii) upon the sale of all the Capital Stock of such Guarantor or its parent entity pursuant to an enforcement sale in compliance with the Priority Agreement; (ciii) upon designation of such with respect to a Guarantor as other than Wind, if Wind designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; or; (div) at such time as such with respect to a Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionWind, the Note Guarantees of all Guarantors will be released upon Covenant Defeasance as provided in Article 8; (v) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for Articles 8 or 13, respectively; (vi) upon the full amount release of principal of, premium, if any, on, and interest, if any, on, the guarantee that gave rise to the requirement to guarantee the Notes pursuant to Section 4.18, so long as no Event of Default would arise as a result and for no other Indebtedness is at that time guaranteed by the other obligations of any relevant Guarantor under this Indenture that would have otherwise given rise to an obligation to guarantee the Notes pursuant to such covenant had the relevant Restricted Subsidiary not already been a Guarantor; or (vii) as provided described in this Article 109.

Releases. The A Note Guarantee of a Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be released:discharged and be of no further force and effect): (a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of the Parent, or (ii) of all or substantially all of the properties or assets of that such Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the which sale or other disposition does not violate Section 4.10 hereofcomplies with the applicable provisions of this Indenture and all the Obligations (other than contingent Obligations) of such Guarantor in respect of all other Indebtedness of the Parent or the Guarantors terminate upon consummation of such transaction; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Parent properly designates the Guarantor ceases to be a Restricted as an Unrestricted Subsidiary of the Company as a result of the sale or other dispositionunder this Indenture; (c) solely in the case of a Note Guarantee created pursuant to Section 4.16 hereof upon designation the release or discharge of the Note Guarantee or Incurrence of Indebtedness that resulted in the creation of such Guarantor Note Guarantee pursuant to that covenant, except a discharge or release by or as an Unrestricted Subsidiary in accordance with the terms a result of this Indenture; orpayment under such Guarantee; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release ; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (f) pursuant to Article 9 hereof; or (g) in the foregoing shall case of any Guarantor which is also a guarantor under the ABL Facility and the Senior Secured Term Loan Facility, upon the release of such guarantee under such Credit Facilities (which release under such Credit Facilities may be deemed conditioned upon the concurrent release of the Note Guarantee hereunder). Upon any occurrence giving rise to occur automaticallya release of a Note Guarantee as specified in clauses (a) through (g) hereof, without further action the Trustee will execute any documents reasonably requested by the Issuer, at the Issuer’s cost and expense, in order to evidence or effect such release, termination and discharge in respect of such Note Guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or Holders of Notesany such release, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedtermination or discharge. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, interest and interestAdditional Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Guarantee of a Guarantor shall will be releasedreleased automatically and unconditionally without the need for any action by any party: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyPartnership, if the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of the Company Partnership as a result of the sale or other disposition; (c3) upon designation of such (i) if the Partnership designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; orSection 4.17 hereof or (ii) such Guarantor becomes an Excluded Subsidiary; (d4) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof. Any release ; (5) solely in the case of a Note Guarantee created pursuant to Section 4.16 hereof, upon the foregoing shall release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as the Guarantor ceases to both (x) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (y) be deemed an obligor with respect to occur automaticallyany Indebtedness under a Credit Facility; and (8) upon such Guarantor consolidating with, without further action merging into or transferring all or substantially all of its properties or assets to the Partnership or another Guarantor. (b) Upon the release of a Note Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the Trustee related Guarantor and, solely with respect to the release of a Note Guarantee under clauses (2), (3)(i) or Holders (4) of NotesSection 11.05(a), upon the Capital Stock of the released Guarantor, will also be automatically released. (c) Upon delivery by the Company Partnership to the Trustee of an Officers’ Officer’s Certificate stating and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the conditions terms of the Indenture, the Trustee will execute any documents reasonably requested in order to such evidence the release have been satisfied. of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premium, if any, on, and or premium or interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) The Note Guarantee of a Guarantor shall Guarantor, together with all of its other obligations under this Indenture, will be releasedreleased automatically and unconditionally without the need for any action by any party: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate complies with Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after 85 giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate complies with Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c3) upon designation of such if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; orSection 4.15 hereof; (d4) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release ; (5) solely in the case of a Note Guarantee created pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of NotesSection 4.14 hereof, upon the release or discharge of the guarantee which resulted in the creation of such Note Guarantee pursuant to such covenant, except a discharge or release of such guarantee by or as a result of payment under such guarantee; (6) upon the liquidation or dissolution of such Guarantor; (7) at such time as the Guarantor ceases to both (x) guarantee any other Indebtedness of the Company and any other Guarantor and (y) be an obligor with respect to any Indebtedness under a Credit Facility, in each case other than the Notes; and (8) upon such Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company or another Guarantor. (b) The Note Guarantee of any Guarantor will be released in connection with a sale of all or substantially all of the assets of such Guarantor in a transaction that complies with the conditions set forth in Section 10.04. (c) Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate stating and an Opinion of Counsel to the effect that one or more Note Guarantees may be released under the conditions terms of this Indenture, the Trustee will execute any documents reasonably requested in order to such evidence the release have been satisfied. of any Guarantor from its obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and or premium or interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Guarantee of a Guarantor shall will terminate and be releasedreleased automatically: (aA) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, the applicable Guarantor (including by way of mergermerger or consolidation) or Capital Stock of the applicable Guarantor (and the applicable Guarantor ceases to be a Subsidiary of the Issuer), consolidation or otherwise, in each case to a Person that is not (either before other than the Issuer or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Companyanother Guarantor, if the sale or other disposition does not violate Section 4.10 hereofthis Indenture; (bB) in connection accordance with any sale or other disposition of Capital Stock of that Guarantor an enforcement action pursuant to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary provisions of the Company, if the sale Intercreditor Agreement or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionany Additional Intercreditor Agreement; (cC) upon designation the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time guaranteed by the relevant Guarantor in a manner that would require the granting of a Guarantee pursuant to Section 4.12 of this Indenture and provided that at any time the Notes cease to have Investment Grade Status, to the extent permitted by Applicable Law, such Guarantee will be reinstated with respect to the Notes subject to any applicable limitations pursuant to Section 4.12 of this Indenture, and if and only to the extent such Guarantor also guarantees the Revolving Credit Facilities; (D) with respect to the Guarantee of any Guarantor that was required to provide such Guarantee pursuant to Section 4.12(a), upon such Guarantor being unconditionally released and discharged from its liability with respect to the indebtedness giving rise to the requirement to provide such Guarantee; (E) as an Unrestricted Subsidiary in accordance with the terms described under Article 9 of this Indenture; or (dF) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof defeasance or satisfaction and discharge of the applicable series of Notes as provided under Article 8 and Section 11.01 of this Indenture Indenture. Upon any occurrence giving rise to a release of a Guarantee, as specified in accordance with Article 11 hereofthis Section 10.08, the Trustee will, at the request and cost of the Issuer, execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Any release pursuant to Each of the foregoing releases set forth above shall be deemed to occur automaticallyeffected without the consent of the Holders or any action or consent on the part of the Trustee. Neither the Issuer, without further action by the Trustee nor any Guarantor will be required to make a notation on the Notes to reflect any such release, discharge or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedtermination. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 10.08 will remain liable for the full amount of principal of, premiumpremium on, if any, on, interest and interestAdditional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Guarantee of a Guarantor Priority Liens and the Second Priority Liens on the Shared Collateral shall be released: (ai) in connection with any sale or other disposition whole, upon (A) payment in full and discharge of all or substantially outstanding Secured Debt and all other Secured Obligations that are outstanding, due and payable at the time all of the properties Secured Debt is paid in full and discharged and (B) termination or assets expiration of all commitments to extend credit under all First Lien Loan Documents and the Discharge of the First Lien Obligations; (ii) as to any Shared Collateral that Guarantoris sold, transferred or otherwise disposed of by way of merger, consolidation the Company or otherwise, any other Grantor to a Person that is not (either before or after giving effect to such transactionsale, transfer or disposition) the Company or a Restricted Subsidiary Grantor in a transaction or other circumstance that complies with Section 4.10 of the CompanySecond Lien Indenture (as in effect on the date thereof) and is permitted by all of the other Secured Debt Documents, if at the sale time of such sale, transfer or other disposition does or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Second Lien Collateral Agent’s Liens upon the Second Lien Collateral will not violate be released if the sale, transfer or disposition is subject to Section 4.10 hereof5.01 of the Second Lien Indenture (as in effect on the date thereof); (iii) as to any Shared Collateral that is sold, transferred or otherwise disposed of by the First Lien Collateral Agent in foreclosure of the Priority Liens on such Shared Collateral in compliance with the laws applicable to such foreclosure; provided, that the rights of the Second Lien Collateral Agent to (a) redeem such Shared Collateral in accordance with applicable law; (b) to claim, take and receive proceeds of the foreclosure sale of such Shared Collateral remaining after the Discharge of Priority Lien Obligations in accordance with applicable law; and (c) enforce the provisions of Section 4.1(a) will not be affected or impaired by such release; (iv) as to a release of less than all or substantially all of the Shared Collateral, if consent to the release of all Priority Liens on such Shared Collateral has been given by an Act of Required Debtholders; and (v) as to a release of all or substantially all of the Shared Collateral, if (a) consent to the release of that Shared Collateral has been given by the requisite percentage or number of holders of First Lien Debt and holders of Second Lien Debt at the time outstanding as provided for in the applicable Secured Debt Documents, and (b) the Company has delivered an officers’ certificate to the First Lien Collateral Agent and the Second Lien Collateral Agent certifying that all such necessary consents have been obtained. (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) The Second Priority Liens upon the Company or a Restricted Subsidiary Collateral will no longer secure the Second Lien Obligations, and the right of the Company, if holders of Second Lien Debt to the sale or other disposition does not violate Section 4.10 hereof benefits and such Guarantor ceases to be a Restricted Subsidiary proceeds of the Company as a result Second Lien Collateral Agent’s Liens on the Collateral will terminate and be discharged: (i) upon satisfaction and discharge of the sale or other dispositionapplicable Second Lien Documents pursuant to the terms of the applicable Second Lien Documents; (cii) upon designation Legal Defeasance (as defined in the Second Lien Indenture) or Covenant Defeasance (as defined in the Second Lien Indenture) pursuant to the terms of such Guarantor as an Unrestricted Subsidiary the applicable Second Lien Documents; (iii) upon payment in full and discharge of all Second Lien Obligations that are outstanding, due and payable under the Second Lien Indenture and other Second Lien Documents at the time the Second Lien Obligations are paid in full and discharged; or (iv) in whole or in part, with the consent of the holders of Second Lien Debt of the requisite percentage in accordance with the terms of the applicable Second Lien Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or such holder or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Indenture; orSection 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (d) at such time as such Guarantor does not Guarantee Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Indebtedness of the Company Lien on Shared Collateral or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations obligation under its Note Guarantee as provided in this Section 10.05 will remain liable guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new Liens or additional guarantees from any Guarantor, then the Second Lien Collateral Agent, for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes itself and for the other obligations Second Lien Claimholders, shall be granted a Lien on any such Shared Collateral (except to the extent such Lien represents a Lien on an Excluded Asset or a Second Lien is refused pursuant to Section 2.5(a) with respect to the Indebtedness represented by the Second Lien Collateral Agent), subject to the lien subordination provisions of any Guarantor under this Indenture Agreement, and the Second Lien Collateral Agent shall be granted an additional guaranty, as provided in this Article 10the case may be.

Releases. The Note Guarantee of a Guarantor shall be released: (a) The Issuer shall be entitled to obtain a release from the lien of this Indenture for any Contract, the related Receivable and the related Credits at any time (i) after a payment by TFI or Trendwest of the Purchase Price of the Receivable, (ii) after a Substitute Contract is substituted for such Contract, or (iii) upon the purchase of a Contract in accordance with Section 3.10(b) of the Servicing Agreement, if the Issuer delivers to the Trustee an Officer's Certificate (A) identifying the Receivable and the related Contract and the related Credits to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in the Clearing Account with respect thereto, in the event a Contract, the related Receivable and the related Credits are being released from the lien of this Indenture pursuant to (i) or (iii) above, and (D) certifying that the amount deposited in the Clearing Account equals (x) the Purchase Price of the Receivable related to such Contract, in the event a Contract, the related Receivable and the related Credits are being released from the lien of this Indenture pursuant to (i) above or (y) the entire amount set forth in Section 3.10(b) of the Servicing Agreement with respect to such Contract, the related Receivable and related Credits in the event of a release from the lien of this Indenture pursuant to (iii) above; provided, however, that upon the termination of a Contract, any residual proceeds from the related Credits shall be placed in the Clearing Account prior to the Trustee or the Issuer releasing the related Credits from the security interest granted to the Trustee by the Issuer pursuant to this Indenture or to the Issuer by TFI pursuant to the Sale Agreement. (b) Upon satisfaction of the conditions specified in subsection (a) above or upon the satisfaction of the conditions in Section 4.03(e) or the remittance of the Purchase Price by the Issuer pursuant to Section 4.03(d) or Section 4.03(f) hereof and Section 3.04 of the Sale Agreement with respect to a Contract, the Trustee shall release from the lien of this Indenture the Contract, the related Receivable and the related Credits described in the Issuer's request for release and shall deliver, or instruct the Custodian to deliver, to or upon the order of the Issuer such Contract and the related Custodian File. (c) In connection with any sale or other disposition the issuance of all or substantially all a new Series of Notes, the Trustee, without the consent of the properties Holders of Notes of any Series, shall, upon Issuer Order, on a Series Closing Date release to the Issuer Receivables (which shall be specified in such Issuer Order) from the Series Collateral supporting any existing Series of Notes but only if the following conditions are met (as certified by the Issuer and the Servicer to the Trustee in writing in a certificate substantially in the form of Exhibit C hereto): (i) there is currently no Default, Event of Default, Trigger Event or assets Cash Accumulation Event that has occurred and is continuing (nor has any Default, Event of Default or Cash Accumulation Event existed for a period of 90 consecutive days immediately preceding such proposed release nor is a Trigger Event Period continuing on the date of such release) with respect to the Series related to any Receivable that Guarantorthe Issuer desires to have released from the Lien of the Trustee with respect to such Series; (ii) with respect to each Series from which Receivables are proposed to be released, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactionrelease, (A) the Company or a Restricted Subsidiary Aggregate Collateral Value of such Series (including only Receivables which, on the date of such release, satisfy all of the Company, if the sale or other disposition does not violate Section 4.10 hereof; representations and warranties set forth in paragraphs (a) and (b) of Section 3.01 of the Sale Agreement as if such representations and warranties were made as of the date of such release) must be greater than or equal to the product of (x) the aggregate principal balance of all Notes Outstanding of such Series on such date and (y) a fraction the numerator of which is the Initial Aggregate Collateral Value for such Series and the denominator of which is the initial aggregate principal balance of the Notes of such Series as of the Series Closing Date of such Series (the Issuer Order shall specify the minimum Collateral Value required for each such Series to satisfy this condition), and (B) the amount in the Reserve Account is equal to the Reserve Account Required Balance for such Series; (iii) simultaneous with such release, the Issuer pledges all of such released Receivables to the Trustee in connection with any sale or other disposition the issuance of Capital Stock a new Series of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary Notes in accordance with the terms of this Indenture; or the Transaction Documents and (div) at such time as such Guarantor does not Guarantee any Indebtedness the Independent Accountants specified in Section 4.03 of the Company or any other Guarantor under a Credit Facility other than Servicing Agreement have delivered, at the Notes. In additionsole expense of the Issuer, the Note Guarantees of all Guarantors will be released agreed-upon Legal Defeasance or Covenant Defeasance procedures letter, in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant substantially the form attached as Exhibit A to the foregoing shall be deemed Servicing Agreement, to occur automaticallythe Trustee, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions with respect to such release have been satisfied(which indicates that the Series Trust Estate for such Series contains the minimum Collateral Value necessary to satisfy clause (ii)(A) above). Any Guarantor not released from its obligations under its Note Guarantee as provided If a release occurs prior to the Payment Date in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, onany given month, the calculations of Aggregate Collateral Value and the principal balance of the Notes Outstanding for any Series made pursuant to this section 4.04(c) may be made as of such Payment Date (after giving effect to the distributions made on such Payment Date) instead of as of the date of the proposed release; provided, that, the appropriate amounts for such distribution are being held in the Collection Account or the Distribution Account for each applicable Series; otherwise, the calculations shall be made as of the immediately preceding Payment Date. The Issuer shall deliver (1) the certification of the Issuer and for the other obligations Servicer and (2) the agreed-upon procedures letter to each Noteholder of any Guarantor under this Indenture as provided in this Article 10each applicable Series promptly after each such release.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with The Issuer shall be entitled to obtain a release from the lien of this Indenture for any sale or other disposition of all or substantially all Contract, the related Receivable and the related Vacation Credits at any time (i) after a payment by Trendwest of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary Purchase Price of the CompanyReceivable, if the sale or other disposition does not violate Section 4.10 hereof; (bii) in connection with any sale or other disposition of Capital Stock of that Guarantor to after a Person that Substitute Contract is not (either before or after giving effect to substituted for such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary Contract in accordance with the terms hereof, (iii) upon the purchase of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance Contract in accordance with Article 8 hereof Section 3.10(b) of the Servicing Agreement, or satisfaction (iv) if the related Receivable is a Releaseable Receivable, if the Issuer delivers to the Trustee an Officer's Certificate (A) identifying the Receivable and discharge the related Contract and the related Vacation Credits to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in the Collection Account with respect thereto, in the event such Contract, the related Receivable and the related Vacation Credits are being released from the lien of this Indenture pursuant to (i) or (iii) above, (D) certifying that the amount deposited in accordance the Collection Account equals (x) the Purchase Price of the Receivable related to such Contract, in the event a Contract, the related Receivable and the related Vacation Credits are being released from the lien of this Indenture pursuant to (i) above or (y) the entire amount set forth in Section 3.10(b) of the Servicing Agreement with Article 11 hereof. Any respect to such Contract, the related Receivable and related Vacation Credits in the event of a release from the lien of this Indenture pursuant to (iii) above and (E) if Releaseable Receivables are to be released, that the Notes of each Class are being paid down to their respective Targeted Credit Enhancement Levels and the amount in the Reserve Account is greater than or equal to the Reserve Account Required Balance; provided, however, that upon the termination of a Contract, any residual proceeds from the related Vacation Credits shall be placed in the Collection Account prior to the Trustee or the Issuer releasing the related Vacation Credits from the security interest granted to the Trustee by the Issuer pursuant to this Indenture or to the Issuer by Trendwest pursuant to the foregoing shall be deemed to occur automatically, without further action Receivables Purchase Agreement. (b) Upon satisfaction of the conditions specified in subsection (a) above or upon the satisfaction of the conditions in Section 4.03(e) or the remittance of the Purchase Price by the Trustee Issuer pursuant to Section 4.03(d) or Holders Section 4.03(f) hereof and Section 3.04 of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions Receivables Purchase Agreement with respect to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, ona Contract, the Notes and for Trustee shall release from the other obligations lien of any Guarantor under this Indenture as provided the Contract, the related Receivable and the related Vacation Credits described in this Article 10the Issuer's request for release and shall deliver, or instruct the Collateral Agent to deliver, to or upon the order of the Issuer such Contract and the related Collateral Agent File.

Releases. (a) The Note Guarantee of a Guarantor shall will be releasedautomatically and unconditionally released and discharged: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c3) upon designation of such if that Guarantor as becomes an Unrestricted Subsidiary in accordance with the terms of this Indenture; orImmaterial Subsidiary; (d4) if that Guarantor ceases to be a guarantor or other obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such time as such release, that Guarantor does not Guarantee subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionFacility, the Note Guarantees of all Guarantors then that Guarantor will be released upon Legal Defeasance or Covenant Defeasance required to provide a Guarantee in accordance with Article 8 hereof Section 4.06; (5) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in Article 7 and Article 8; or (6) on the Fall Away Date. (b) Any release and discharge pursuant to Section 9.06(a) shall occur automatically upon the consummation of any such transaction without any further action required of the Company, the applicable Guarantor or the Trustee; provided that the Trustee shall be entitled to an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. (c) If, on any date following the date of this Article 10Supplemental Indenture: (1) the Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day (the “Fall Away Date”) and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the Guarantees of each of the Guarantors will be automatically released and Section 4.06 shall cease to apply to the Notes.

Releases. The Note Guarantee of a Guarantor 9.10.1 Upon the Release Date, the Collateral shall be released:released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights and interests in and to the Collateral shall revert to the Grantors, as applicable. At the written request and sole expense of Borrower following any such termination, and subject to the provisions in Article X of the Credit Agreement, Agent shall deliver to such Grantor any Collateral held by Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (a) 9.10.2 If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in connection with a transaction permitted by the Credit Agreement, then Agent, at the written request and sole expense of Borrower or any sale Subsidiary, but subject to the provisions in Section 10.03 of the Credit Agreement, shall execute and deliver to such Grantor all releases or other disposition of all or substantially all documents reasonably requested by Xxxxxxxx for the release of the properties or assets Liens created by hereby on such Collateral; provided that, in the case of that Guarantorthis Section 9.10.2, by way of mergerBorrower shall have delivered to Agent, consolidation or otherwise, at least five (5) Business Days prior to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary date of the Companyproposed release (or such shorter time as the Lead Lender may agree but in any event not less than three (3) Business Days, if unless otherwise agreed by Agent), a written request for release identifying the sale or relevant Grantor, summarizing the transaction and stating that such transaction is expressly permitted by the Credit Agreement and the other disposition does not violate Loan Documents, including, without limitation, the Swap Intercreditor Agreement (and the Secured Parties hereby authorize and direct Agent to conclusively rely on such certifications in performing its obligations under this Section 4.10 hereof;9.10.2). 9.10.3 At the written request and sole expense of Xxxxxxxx, a Grantor (bother than Borrower) shall be released from its obligations hereunder and the other Loan Documents in connection with any sale or other disposition the event that all the capital stock of Capital Stock such Grantor shall be Disposed of that Guarantor in a transaction permitted by the Credit Agreement; provided that, in the case of this Section 9.10.3, Borrower shall have delivered to a Person that is not Agent, at least five (either before or after giving effect 5) Business Days prior to such transaction) the Company or a Restricted Subsidiary date of the Companyproposed release (or such shorter time as the Lead Lender may agree but in any event not less than three (3) Business Days, if unless otherwise agreed by Agent), a written request for release identifying the sale or relevant Grantor, summarizing the transaction and stating that such transaction is expressly permitted by the Credit Agreement and the other disposition does not violate Loan Documents, including, without limitation, the Swap Intercreditor Agreement (and the Secured Parties hereby authorize and direct Agent to conclusively rely on such certifications in performing its obligations under this Section 4.10 hereof and such Guarantor ceases 9.10.3). 9.10.4 Except as may be expressly applicable pursuant to be a Restricted Subsidiary Section 9-620 of the Company as a result New York UCC, no action taken or omission to act by Agent or the other Secured Parties hereunder, including, without limitation, any exercise of the sale voting or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company consensual rights or any other Guarantor under a Credit Facility other than the Notes. In additionaction taken or inaction, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automaticallyconstitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Administrative Agent and the other Secured Parties shall have applied payments (including, without further action by limitation, collections from Collateral) towards the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided Secured Obligations in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture then outstanding or until such subsequent time as is provided in this Article 10Section 9.10.1.

Releases. The A Note Guarantee of a Guarantor shall will be releasedautomatically and unconditionally released and discharged without the consent of Holders of Notes and each Guarantor and its obligations under the Notes Guarantee will be released and discharged upon: (a1) in connection with any sale the sale, exchange, disposition or other disposition transfer (including through merger or consolidation) of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactionx) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of Parent, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer is made in compliance with this Indenture and such entity does not remain a borrower or guarantor under any of the ABL Credit Agreement or the Term Loan Credit Agreement or an issuer or guarantor of the obligations under the 2024 Unsecured Notes Indenture, the 2026 Unsecured Note Indenture, the 2031 Unsecured Notes Indenture or this Indenture (or is contemporaneously released therefrom); (2) the Company designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 and Section 4.17 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16 hereof, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or the repayment of the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; (4) in the case of any Guarantor that becomes an Excluded Subsidiary, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or the repayment of the Indebtedness, in each case, under the 2024 Unsecured Notes Indenture, the 2026 Unsecured Notes Indenture and the 2031 Unsecured Notes Indenture, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; or 97 (5) the Company, ’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof or if the Company’s Obligations under this Indenture are discharged in accordance with Article 11 hereof. In connection with any release under clause (1) above, upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition does not violate Section 4.10 hereof and this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. The Net Proceeds of such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary disposition shall be applied, if required, in accordance with the terms applicable provisions of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant of a Guarantor under clause (3) or (5) above shall be evidenced to the foregoing shall be deemed to occur automatically, without further action Trustee by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedOfficer’s Certificate. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (ai) If, in connection with (A) any sale exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)) or any Going Out of Business Sale, or (B) any sale, transfer or other disposition of all or substantially all any portion of the properties or assets of that GuarantorABL Priority Collateral, by way of mergerso long as such sale, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale transfer or other disposition does is then not violate Section 4.10 hereof; prohibited by the ABL Documents (bor consented to by the requisite ABL Lenders) or by the First Lien Documents (or consented to by the requisite Noteholders and the requisite holders of any Additional First Lien Obligations), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Notes Agent, for the benefit of the Note Claimholders, and of the Additional First Lien Agent, for the benefit of the Additional First Lien Claimholders, on the ABL Priority Collateral sold or disposed of in connection with any sale or other disposition of Capital Stock of that Guarantor therewith, shall be automatically, unconditionally and simultaneously released; provided that, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of extent the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation Proceeds of such Guarantor as an Unrestricted Subsidiary ABL Priority Collateral are not applied to reduce ABL Obligations, each First Lien Agent shall retain a Lien on such Proceeds in accordance with the terms of this Indenture; or Agreement. The Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, promptly shall execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may request in writing to effectively confirm such release. If, in connection with (dA) at such time any exercise of remedies or Enforcement (including as provided for in Sections 3.2(b) or Section 6.8(b)), or (B) any sale, transfer or other disposition of all or any portion of the Notes Priority Collateral, so long as such Guarantor does sale, transfer or other disposition is then not Guarantee prohibited by the First Lien Documents (or consented to by the requisite Noteholders and the requisite holders of any Indebtedness Additional First Lien Obligations) or by the ABL Documents (or consented to by the requisite ABL Lenders), irrespective of whether a First Lien Default has occurred and is continuing, the First Lien Agent, on behalf of any of its respective First Lien Claimholders, releases any of its Liens on any part of the Company or any other Guarantor under a Credit Facility other than Notes Priority Collateral, then the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumLiens, if any, onof the ABL Agent, for the benefit of the ABL Claimholders, on the Notes Priority Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and interestsimultaneously released; provided that the provisions of Section 3.3, if any3.4 and 3.5 shall continue, onto the extent such Sections are applicable at the time of such sale, transfer or other disposition; provided, further that, to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce First Lien Obligations, the Notes ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The ABL Agent, on behalf of the ABL Claimholders, promptly shall execute and for the deliver to each applicable First Lien Agent or such Grantor such termination statements, releases and other obligations of any Guarantor under this Indenture documents as provided in this Article 10such First Lien Agent or such Grantor may reasonably request to effectively confirm such release.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with any sale or other disposition of all or substantially all 68. As of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionEffective Date, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing Releasing Parties shall be deemed to occur automaticallyhave fully and irrevocably released and forever discharged Defendants, without further action by Delta Card Services Inc. and Texas DCS Ltd. (the Trustee entities that sold the assets of the Merchants’ Choice processing business to Paysafe Payment Processing Solutions, LLC, during the Class Period), and each of their present and former parents, subsidiaries, predecessors, successors and assigns, affiliates, and the present and former directors, officers, employees, agents, shareholders, members, partners, trustees, attorneys, advisors, consultants, and representatives of each of them (collectively the “Released Parties”), of and from any and all liabilities, rights, claims, actions, causes of action, demands, damages, costs, attorneys’ fees, losses, and remedies, whether known or Holders of Notesunknown, upon delivery by the Company of an Officers’ Certificate stating existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that the conditions to such release were or could have been satisfiedalleged or asserted in the Action, that result from, arise out of, are based upon, or relate to: (a) the defense of this Action; or (b) the acquisition or provision of payment card processing services from or through Defendants from the beginning of time through the date of Preliminary Approval that were alleged in the Complaint or that could have been asserted in the Action, including but not limited to the assessment of the Subject Fees. Any Guarantor not released from its obligations under its Note Guarantee as provided Nothing in this Section 10.05 paragraph or Agreement will remain liable release or otherwise affect any right of the Releasing Parties to contest for any reason any invoice sent by Defendants after the full amount Preliminary Approval date. 69. Defendants shall fully and irrevocably release and forever discharge Plaintiffs, the other members of principal of, premium, if any, onthe Settlement Class, and interestClass Counsel (“Plaintiff Released Parties”), if anyfrom and for any potential liability for payment of Defendants’ attorneys’ fees and expenses incurred in defending the Action. 70. WITHOUT LIMITING THE FOREGOING, onTHE RELEASING PARTIES EXPRESSLY AND IRREVOCABLY WAIVE AND RELEASE ANY AND ALL DEFENSES, RIGHTS, AND BENEFITS THEY MAY HAVE IN RELATION TO THE RELEASES BY VIRTUE OF THE PROVISIONS OF CALIFORNIA CIVIL CODE § 1542 OR SIMILAR LAW OR RULE OF ANY OTHER STATE OR JURISDICTION. CALIFORNIA CIVIL CODE § 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 71. In the event that an order approving the Settlement is overturned on appeal, the Notes and for the other obligations of any Guarantor under this Indenture as provided releases contained in this Article 10Agreement will be null and void.

Releases. The Note Guarantee (a) Pursuant to Section 10.15 of the DIP ABL Credit Agreement or at such time as the Secured Obligations (other than Hedge Agreement Obligations, Cash Management Obligations and contingent or indemnification obligations not then due) shall have been paid in full and the Commitments shall have been terminated, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) Pursuant to Section 10.15 of the DIP ABL Credit Agreement or if any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the DIP ABL Credit Agreement (including by way of merger and including any assets transferred to a Subsidiary that is not a Loan Party, in each case, in a transaction permitted by the DIP ABL Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the DIP ABL Credit Agreement. A Guarantor shall be released: automatically released from its obligations hereunder (ai) in connection with any sale the event that all the Capital Stock of such Guarantor shall be sold, transferred or other disposition otherwise disposed of all or substantially all of in a transaction permitted by the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, DIP ABL Credit Agreement to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary an Affiliate of the CompanyBorrower, if the sale (ii) [reserved] or other disposition does not violate Section 4.10 hereof; (biii) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and upon such Guarantor ceases becoming an Excluded Subsidiary or ceasing to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary Subsidiary, in each case in accordance with the terms of the DIP ABL Credit Agreement, and the Collateral Agent, at the request and sole expense of the Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of such obligations. All releases or other documents delivered by the Collateral Agent pursuant to this Indenture; orSection 8.15(b) shall be without recourse to, or warranty by, the Collateral Agent. (dc) at such time Liens on Collateral created hereunder shall be released and obligations of Guarantors and Grantors hereunder shall terminate as such Guarantor does not Guarantee any Indebtedness set forth in Section 10.15 of the Company or any other Guarantor under a DIP ABL Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Agreement.

Releases. The Note Guarantee of a Guarantor shall will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) in connection with any sale sale, exchange, transfer, conveyance or other disposition of (whether by merger, consolidation or the sale of) a majority of the Capital Stock of such Guarantor or the sale of all or substantially all of the properties or assets of that such Guarantor, by way of merger, consolidation to or otherwise, to with and into a Person that which is not (either before or after giving effect to such transaction) the Company or a Restricted another Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with if any sale or other disposition of Capital Stock of that Guarantor is otherwise no longer obligated to provide a Person that is not (either before or after giving effect Subsidiary Guarantee pursuant to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionIndenture; (c) upon designation if such Guarantor’s guarantee of any obligations under any Debt Facility of the Company (including the Credit Agreement) with aggregate principal amount of $300.0 million or more is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as an Unrestricted Subsidiary it guarantees any obligations under any Debt Facility of the Company (including the Credit Agreement) with aggregate principal amount of $300.0 million or more; or (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option as described under Article IX of the Second Supplemental Indenture or if the Company’s obligations under the Indenture and the Notes are discharged in accordance with the terms of this the Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10XI of the Base Indenture and Article X of the Second Supplemental Indenture.

Releases. (a) The Note Guarantee of a Guarantor shall be releasedCollateral Trustee and each other Second Lien Claimholder agrees that: (ai) in the event the First Lien Collateral Agent or the First Lien Claimholders release their Lien on any Collateral (other than a release in connection with a sale, transfer or other disposition of Collateral, which shall be governed by clause (a)(ii) below), the Lien in favor, or for the benefit, of the Second Lien Claimholders on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the First Lien Collateral Agent or the First Lien Claimholders, a Parity Lien Debt Default shall then have occurred and be continuing (provided that such Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such a Parity Lien Debt Default shall terminate and be released automatically and without further action when such Parity Lien Debt Default (and all other Parity Lien Debt Defaults) shall cease to exist); and (ii) in the event of a sale, transfer or other disposition of any Collateral (regardless of whether or not any Parity Lien Debt Default has occurred and is continuing at the time of such sale, transfer or other disposition), the Lien in favor, or for the benefit, of the Second Lien Claimholders shall terminate and be released automatically and without further action if the applicable Liens in favor of the First Lien Claimholders on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Second Lien Documents (as in effect on the date hereof) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Collateral or in connection with any sale Insolvency or Liquidation Proceeding; provided that such Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the Discharge of First Lien Obligations. (b) Notwithstanding the foregoing, in the event of release of Liens of the First Lien Collateral Agent or the First Lien Claimholders on all or substantially all of the properties Collateral (other than when such release occurs in connection with the First Lien Collateral Agent’s or assets the First Lien Claimholders’ foreclosure upon, or other exercise of that Guarantorremedies with respect to, by way of mergersuch Collateral, consolidation or otherwise, to in connection with a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate pursuant to Section 4.10 hereof; 363 or any other provision of the Bankruptcy Code (bso long as the Liens securing the Second Lien Obligations shall attach to the proceeds of such sale)), no release of the Lien in favor of the Second Lien Claimholders on such Collateral under this Section 5.1 shall be made unless (i) consent to the release of such Liens has been given by the requisite percentage or number of the Second Lien Claimholders as provided for in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not the applicable Second Lien Documents and (either before or after giving effect to such transactionii) the Company or a Restricted Subsidiary of has delivered an Officers’ Certificate to the Company, if First Lien Collateral Agent and the sale or other disposition does not violate Section 4.10 hereof and Collateral Trustee certifying that all such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;consents have been obtained. (c) upon designation Until the Discharge of First Lien Obligations shall occur, the Collateral Trustee, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any of its officers or agents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Collateral Trustee or such Guarantor as an Unrestricted Subsidiary Second Lien Claimholder, whether in accordance with the First Lien Collateral Agent’s name or, at the option of the First Lien Collateral Agent, in the Collateral Trustee’s or such Second Lien Claimholder’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Indenture; orSection 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. (d) at such time as such Guarantor does not Guarantee Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Indebtedness of the Company Lien on Collateral or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released Grantor from its obligations obligation under its Note Guarantee as provided in this Section 10.05 will remain liable guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Collateral Trustee, for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes itself and for the other obligations Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of any Guarantor under this Indenture Agreement, and an additional guaranty, as provided in this Article 10the case may be.

Releases. The Note Guarantee of a Guarantor shall be released: (a) This Agreement shall create a continuing security interest in connection with any sale or other disposition of all or substantially all the Collateral and shall (i) remain in full force and effect until payment in full of the properties or assets Obligations, (ii) be binding upon each of that Guarantorthe Credit Parties, by way their successors and assigns and (iii) insure, together with the rights and remedies of merger, consolidation or otherwisethe Agent hereunder, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary benefit of the CompanyAgent and each of the Lenders and their respective successors, if transferees and assigns. Upon payment in full of the sale Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Credit Parties subject to any existing liens, security interests or other disposition does not violate Section 4.10 hereof;encumbrances on such Collateral. Upon any such termination, the Agent will, at the US Borrower's expense, execute and deliver to the Credit Parties such documents as the Credit Parties shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Credit Party in connection with a transaction permitted by this Agreement, then the Agent, at the request and sole expense of such Credit Party, shall promptly execute and deliver to such Credit Party all releases or other documents reasonably necessary for the release of the Liens created hereby on such Collateral and, if such Collateral is held by the Agent hereunder, deliver such Collateral to such Credit Party or as such Credit Party shall otherwise direct. At the request and sole expense of the Borrowers, in the event of any sale sale, transfer or other disposition of Capital Stock of that a Guarantor in a transaction permitted by this Agreement resulting in 50% or less of the Capital Stock of such Guarantor being directly or indirectly held by the US Borrower, such Guarantor shall (i) be released from all its obligations hereunder, including its guarantee obligations under Section 9 of this Agreement and the security interests on its assets pursuant to a Person that is not Section 2.25 of this Agreement, and (either before or after giving effect ii) the Agent shall execute and deliver to such transaction) Guarantor all releases or other documents reasonably necessary for the Company or a Restricted Subsidiary release of the CompanyLiens created hereby on such Collateral owned or held by such Guarantor and if such Collateral is held by the Agent hereunder deliver such Collateral to such Guarantor or as such Guarantor shall otherwise direct; provided that the US Borrower shall have delivered to the Agent, if at least ten Business Days prior to the sale date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale, transfer or other disposition does not violate Section 4.10 hereof in reasonable detail, including the price thereof and such Guarantor ceases to be any expenses in connection therewith, together with a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action certification by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate US Borrower stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided transaction is in compliance with this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, Agreement and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Loan Documents.

Releases. The Note Guarantee of a the New Guarantor shall be releasedautomatically and unconditionally released and discharged, and no further action by the New Guarantor, the Issuer or the Trustee is required for the release of the New Guarantor’s Guarantee, upon: (ai) in connection with any sale sale, exchange, disposition or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of the New Guarantor, after which the New Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of the properties or assets of that New Guarantor, by way in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofthis Indenture; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionii) the Company release or a Restricted Subsidiary discharge of the Company, if guarantee by the sale or other disposition does not violate Section 4.10 hereof and such New Guarantor ceases to be a Restricted Subsidiary of the Company guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the sale or other dispositionextent that the New Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture); (ciii) upon the designation of such any Restricted Subsidiary that is a New Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the satisfaction and discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this the Indenture; orand (db) at such time as such the New Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant delivering to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for in this Indenture relating to such release transaction have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10complied with.

Releases. The Note Guarantee of a Guarantor shall any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any sale or other disposition Disposition of all of the Capital Stock or all or substantially all of the properties or assets of that Guarantor, a Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a such Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition Disposition does not violate Section 4.10 hereof7.16; (b) in connection with if the Company properly designates any sale or other disposition of Capital Stock of that Guarantor to a Person Restricted Subsidiary that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary under and in accordance compliance with the terms of this Indenture; (c) with respect to a Guarantor that is a Foreign Subsidiary, if such Foreign Subsidiary ceases to, directly or indirectly be liable, contingently or otherwise, for any Indebtedness with, or guarantee any Indebtedness of, the Company or any of the Company’s U.S. Subsidiaries; (d) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (e) upon the applicable Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest as security for the Senior Obligations (as defined in the Intercreditor Agreement) or the Junior Lien Obligations (as defined in the Intercreditor Agreement), subject to, in each case, the application of the proceeds of such foreclosure in the manner described in the Intercreditor Agreement; or (df) at upon the release of such time Guarantor’s Guarantee under a Senior Lien Obligation to the extent permitted and required by the Intercreditor Agreement. Notwithstanding the foregoing, no Guarantor shall be released from its Guarantee for so long as such Guarantor does not guarantees, is an obligor of, or provides credit support for, any Senior Lien Obligation or any Permitted Additional Pari Passu Obligation. If the Note Guarantee of any Indebtedness Guarantor or all or substantially all of the Company assets of a Guarantor or the Capital Stock of any other Guarantor under a Credit Facility other than are sold or disposed of in the Notes. In additionmanner described in clauses (a) through (f) above, the Note Guarantees of all Guarantors will be released upon Legal Defeasance such Guarantor (or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant as the context may require, Collateral) is released, the Company shall deliver to the foregoing shall be deemed to occur automaticallyTrustee an Officers’ Certificate stating the identity of the released Guarantor (any/or the applicable Collateral), without further action by the Trustee or Holders of Notes, upon basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions to such release of any of clauses (a) through (f) of this Section 13.05 have been satisfiedmet with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably requested or required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee and/or the applicable Notes Documents. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 1013.

Releases. The Note Subject to the Intercreditor Agreement, the Guarantee of a Guarantor shall any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any sale Disposition of all of the Equity Interests or other disposition of all or substantially all of the properties or assets of that Guarantor, a Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a such Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, Guarantor if the sale or other disposition Disposition does not violate Section 4.10 hereof;4.11 and the other provisions of this Indenture; and (b) in connection with any sale upon the liquidation or other disposition dissolution of Capital Stock such Guarantor following the transfer of that Guarantor all of its assets to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the Companyassets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases (or as the context may require, Collateral) is released, the Company shall deliver to be a Restricted Subsidiary the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company as to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a result of the sale Guarantor (or other disposition; (csuch Collateral) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors Trustee and Collateral Agent, as applicable, will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of an Officers’ Certificate stating that such Guarantor from its obligations under its Guarantee and/or the conditions to such release have been satisfiedapplicable Note Security Documents. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of principal of, of and interest and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 1013 notwithstanding the release of any other Guarantor.

Releases. (a) The Note Subsidiary Guarantee of a Guarantor of the Notes shall be releasedreleased automatically: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and following such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (c3) upon designation defeasance or satisfaction and discharge of such the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of that is permitted under this Supplemental Indenture; or (d5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such time as such Guarantor does not Guarantor’s Guarantee any of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company or any other Guarantor outstanding under a the Credit Facility other than Agreement at that time, upon the Notes. In addition, requisite consent of the Note Guarantees holders of all Guarantors will other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article pursuant to Articles 8 and 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon . (c) Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate stating and an Opinion of Counsel to the effect that the conditions action or event giving rise to such the applicable release have been satisfied. has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) If Seller fails or is unable or unwilling for any reason (including Force Majeure) to deliver all volumes of Freshwater that Producer requires for delivery under this Agreement and provide the Services in connection with accordance therewith, then Producer shall have the right, at its sole discretion, to obtain, and Seller shall promptly grant, a temporary release from the covenant and commitment made by Producer under this Agreement for (i) the volumes of Freshwater in excess of what Seller is willing or able to deliver and (ii) any sale or other disposition of all or substantially all portion of the properties or assets Production Area directly affected thereunder until such time when Seller notifies Producer that it is willing and able to deliver such volumes. Notwithstanding the foregoing, Seller shall promptly provide Producer with a written explanation detailing the reason for its inability to deliver any volumes of that Guarantor, requested Freshwater and its commitment to diligently pursue a plan to be able to deliver all such volumes of Freshwater as requested by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;Producer at each Delivery Point. (b) If Seller fails or is unable or unwilling for any reason (other than Force Majeure) to deliver all volumes of Freshwater that Producer requires for delivery under this Agreement and provide the Services in connection with any sale accordance therewith for 90 consecutive Days or other disposition of Capital Stock of that Guarantor more, then Producer shall have the right, at its sole discretion, to obtain, and Seller shall promptly grant, a Person that is not permanent release from the covenant and commitment made by Producer under this Agreement for (either before or after giving effect to such transactioni) the Company volumes of Freshwater in excess of what Seller is willing or a Restricted Subsidiary able to deliver and (ii) any portion of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;Production Area directly affected thereunder. (c) upon designation In addition to Producer’s rights and Gatherer’s obligations set forth in Section 6.4(a) and Section 6.4(b), Producer shall also have the right to (i) immediately purchase, and enter into commitments to purchase, such volumes of Freshwater from any Person other than Seller; provided that such Guarantor as an Unrestricted Subsidiary in accordance commitments shall not be for longer than 30 Days for volumes of Freshwater temporarily released, and (ii) get reimbursed for mitigation costs incurred by Producer under any agreements to purchase and receive the volumes of Freshwater that Seller cannot provide with the terms of this Indenture; orany third parties. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided The rights set forth in this Section 10.05 will remain liable 6.4 shall be Producer’s sole and exclusive remedy for Seller’s curtailment, suspension delay or failure to provide the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture Services as provided set forth in this Article 10Agreement.

Releases. (a) The Note Subsidiary Guarantee of a Guarantor of Notes shall be releasedreleased automatically: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and following such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (c3) upon designation defeasance or satisfaction and discharge of such Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of that is permitted under this Second Supplemental Indenture; or (d5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such time as such Guarantor does not Guarantor’s Guarantee any of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company or any other Guarantor outstanding under a the Credit Facility other than Agreement at that time, upon the Notes. In addition, requisite consent of the Note Guarantees holders of all Guarantors will other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Second Supplemental Indenture in accordance with Article pursuant to Articles 8 and 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon . (c) Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate stating and an Opinion of Counsel to the effect that the conditions action or event giving rise to such the applicable release have been satisfied. has occurred or was made by the Company in accordance with the provisions of this Second Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10.

Releases. (a) The Note Subsidiary Guarantee of a Guarantor shall be releasedreleased automatically: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions of Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if (i) the sale or other disposition does not violate the provisions of Section 4.10 hereof hereof, and (ii) following such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (c3) upon designation of such if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with Section 4.19 hereof; (4) upon a Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary, other solely by operation of clause (1) or (2) of the terms definition of “Excluded Subsidiary”; (5) upon defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 12.01 hereof; (6) upon the dissolution of a Guarantor that is permitted under this Indenture; (7) as provided for in the Note Security Documents; or (d) 8) otherwise with respect to the Subsidiary Guarantee of any Guarantor, upon the prior consent of Holders of at such time as such Guarantor does not Guarantee any Indebtedness least 662/3% in aggregate principal amount of the Company or any other Notes then outstanding; or (9) in the case of NRG Wholesale Generation LP, upon the sale of the Choctaw Assets to the extent so released in respect of the Exit Credit Agreement pursuant to the Collateral Agreement. (b) The Subsidiary Guarantee of a Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will shall be released with respect to the Notes automatically upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon Articles 8 and 12 hereof. (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions action or event giving rise to such the applicable release have been satisfied. has occurred or was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note (a) A Guarantee of by a Guarantor under this Indenture and the Notes shall be releasedautomatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee shall be required for the release of such Guarantor’s Guarantee: (a1) in connection with any upon the sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor which results in such Guarantor no longer being a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary Subsidiary) otherwise permitted by this Indenture, (2) upon the designation in accordance with this Indenture of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with or the terms occurrence of this Indenture; orany event after which the Guarantor is no longer a Restricted Subsidiary, (d3) at such time upon defeasance or discharge of the Notes, as provided in Article VIII or Article X, (4) to the extent that such Guarantor does is not Guarantee an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause, (5) upon such Guarantor being released from all of its obligations under all of its Guarantees of payment by the Company of any Non-Funding Indebtedness of the Company or any other Guarantor under all loan facilities and debt securities of the Issuers (it being understood that a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant subject to the foregoing reinstatement shall be deemed to occur automaticallyconsidered a release), without further action or (6) upon the achievement by the Trustee or Holders Notes of NotesInvestment Grade Status from at least two of the Rating Agencies; provided that such Guarantee shall be reinstated upon the Reversion Date, upon delivery by if any. The Trustee, on demand of and at the Company expense of the Issuers along with an Officers’ Certificate stating that and an Opinion of Counsel, shall execute proper instruments acknowledging the conditions release of the Guarantee. (b) At the written request of the Issuers, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release have been satisfiedrelease, discharge and termination in respect of the applicable Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10XI.

Releases. The Note Guarantee of a Guarantor shall be released: (a) This Agreement, the Lien in connection with any sale or other disposition of all or substantially all favor of the properties or assets Co-Collateral Agents (for the benefit of that Guarantor, by way of merger, consolidation or otherwise, the Credit Parties) and all other security interests granted hereby shall terminate with respect to a Person that is not all Obligations when (either before or after giving effect to such transactioni) the Company Commitments shall have expired or a Restricted Subsidiary of the Companybeen terminated, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionii) the Company or a Restricted Subsidiary principal of and interest on each Advance and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Obligations have been accelerated as a result of the sale occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and the Co-Collateral Agents, provided, however, that in connection with the termination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other disposition; (c) upon designation Loan Party. At the request and sole expense of any Grantor following any such Guarantor as an Unrestricted Subsidiary in accordance with termination, the terms of this Indenture; or (d) at Co-Collateral Agents shall deliver to such time Grantor any Collateral held by the Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant Grantor shall reasonably request to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to evidence such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10termination.

Releases. The obligations of any Guarantor under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor shall be releasedthe following occurs: (a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the guarantor after which such guarantor is no longer a Subsidiary of Holdings, or (ii) of all or substantially all of the properties or assets of that Guarantorsuch guarantor (other than Holdings), by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the which sale or other disposition does not violate Section 4.10 hereofcomplies with the applicable provisions of the Indenture and all the obligations (other than contingent obligations) of such guarantor (other than Holdings) in respect of all other indebtedness of Holdings or the guarantors terminate upon consummation of such transaction; (b) in connection with any sale or if Holdings properly designates the Guarantor (other disposition than Holdings) as an Unrestricted Subsidiary pursuant to the terms of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionthis Indenture; (c) solely in the case of a Note Guarantee created pursuant to Section 4.07 hereof upon designation the release or discharge of the Note Guarantee or incurrence of indebtedness that resulted in the creation of such Guarantor Note Guarantee pursuant to that covenant, except a discharge or release by or as an Unrestricted Subsidiary in accordance with the terms a result of this Indenture; orpayment under such Guarantee or incurrence of additional indebtedness; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release ; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (f) pursuant to Article 9 hereof; or (g) in the foregoing shall case of any guarantor (other than Holdings) which is also a guarantor under the New Credit Facilities, upon the release of such guarantee under such New Credit Facilities (which release under such New Credit Facilities may be deemed conditioned upon the concurrent release of the guarantee of the Note hereunder). Upon any occurrence giving rise to occur automaticallya release of a Note Guarantee as specified above, without further action the Trustee will execute any documents reasonably requested by the Issuer in order to evidence or effect such release, termination and discharge in respect of such guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or Holders of Notesany such release, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedtermination or discharge. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Notes Guarantee of a Guarantor shall will be releaseddischarged and released upon the delivery to the Trustee and Collateral Agent of an Officer’s Certificate stating that one of the following has occurred, and an Opinion of Counsel that all conditions to such release and discharge under the terms of this EchoStar New Notes Indenture have been satisfied: (a1) in connection with respect to a Spectrum Assets Guarantor and any Equity Pledge Guarantor that holds the Equity Interests of such Spectrum Assets Guarantor, upon the sale or other disposition of all of the Equity Interests of such Spectrum Assets Guarantor or all or substantially all of the properties or assets of that Guarantor, such Spectrum Assets Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to (a) a Person that is not other than an Affiliate of such Guarantor or (either before or after giving effect to such transactionb) the Company or a Restricted Subsidiary of the CompanySpectrum Joint Venture, in each case, if the such sale or other disposition does not violate the provisions set forth under Section 4.10 hereof4.09 or Section 5.01 hereto, as applicable; (b2) upon payment in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary full of the Company, if the sale or EchoStar New Notes together with accrued and unpaid interest thereon and payment and performance of all other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary obligations (other than contingent obligations that survive termination) of the Company as a result of and the sale or other dispositionGuarantors under the EchoStar New Notes Documents; (c3) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with as set forth under Article 8 hereof VIII hereto or upon satisfaction and discharge of this EchoStar New Notes Indenture in accordance as set forth under Article XII hereto; or (4) with Article 11 hereofthe consent of Holders of the requisite aggregate principal amount of the EchoStar New Notes as set forth under Section 9.02. Any Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (1) shall not be deemed to occur automatically, without further action by the Trustee permitted while any Default or Holders Event of Notes, upon Default has occurred and is continuing. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions precedent under this EchoStar New Notes Indenture to the release of a Guarantor from its Notes Guarantee pursuant to Section 10.03(a)(1) through (a)(4), the Trustee will execute any documents reasonably required in order to evidence the release of such release have been satisfied. Guarantor from its obligations under its Notes Guarantee. (c) Any Guarantor not released from its obligations under its Note Notes Guarantee as provided in this Section 10.05 10.03 will remain liable for the full amount of principal of, premium, of and interest and premium if any, on, and interest, if any, on, on the EchoStar New Notes and for the other obligations of any Guarantor under this EchoStar New Notes Indenture as provided in this Article 10.X.

Releases. The Note Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: (a1) in connection with any a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the properties or assets of that Guarantorsuch Guarantor (other than, by way of merger, consolidation or otherwisein either case, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of Subsidiary), whether or not such Guarantor is the Companysurviving entity in such transaction, if the sale or other disposition does not violate Section 4.10 hereof4.10; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction2) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation in accordance with this Indenture of such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which such Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in accordance with Article 8 and Article 11; (4) the terms liquidation or dissolution of this Indenturesuch Guarantor provided no Default or Event of Default has occurred that is continuing; (5) such Guarantor consolidating with, merging into or transferring all of its properties or assets to either the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (d6) at such time as (x) such Guarantor is not an obligor under the Credit Agreement or any Indebtedness (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of Section 4.09(b)) of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount and (y) such Guarantor does not Guarantee any other Indebtedness of the Company or any of the other Guarantor under a Credit Facility Guarantors (other than any such intercompany Indebtedness) in excess of the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedDe Minimis Guaranteed Amount. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Subsidiary Guarantee of a Guarantor of the Notes shall be releasedreleased automatically: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and following such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (c3) upon designation defeasance or satisfaction and discharge of such the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of that is permitted under this Supplemental Indenture; or (d5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such time as such Guarantor does not Guarantor’s Guarantee any of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company or any other Guarantor outstanding under a the Credit Facility other than Agreement at that time, upon the Notes. In addition, requisite consent of the Note Guarantees holders of all Guarantors will other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article pursuant to Articles 8 and 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon . (c) Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate stating and an Opinion of Counsel to the effect that the conditions action or event giving rise to such the applicable release have been satisfied. has occurred or was made by the Company in accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with Upon the Discharge of Obligations, this Agreement and the Liens granted hereby (including any sale irrevocable licenses granted to the Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person, and the Agent shall promptly (and each Secured Party, by its authorization of the Agent’s entering into this Agreement, hereby authorizes the Agent to) take such actions and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release, and the Guaranteed Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Agent shall promptly (and each Secured Party, by its authorization of the Agent’s entering into this Agreement, hereby authorizes the Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Guaranteed Obligations of the Guarantors hereunder. (b) In the event that any Grantor conveys, sells, leases, assigns, transfers or other disposition otherwise Disposes of all or substantially all any portion of any of the properties Capital Stock or assets of that Guarantor, by way of merger, consolidation or otherwise, any Grantor to a Person that is not (either before and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Credit Agreement, the Liens created hereunder in respect of such Capital Stock or after giving effect assets (including any irrevocable licenses granted to the Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person, and the Agent shall promptly (and the Secured Parties, by their authorization of the Agent’s entering into this Agreement, hereby authorize the Agent to) take such transactionactions and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of Liens hereunder in respect of such Capital Stock or assets. In the event that any Capital Stock or other asset constituting Collateral has become, or is becoming, an Excluded Asset, then, at the request of any Grantor and at such Grantor’s expense, the Agent agrees to promptly (and the Secured Parties, by their authorization of the Agent’s entering into this Agreement, hereby authorize the Agent to) take such action and execute such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to terminate, discharge and release (or to further document and evidence the termination, discharge and release of) the Company or Liens created hereunder in respect of such assets. In the case of a Restricted Subsidiary transaction permitted under the Credit Agreement the result of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of which is that a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary (or in case any Restricted Subsidiary otherwise becomes an Excluded Subsidiary or Holdings elects that any Discretionary Guarantor that would otherwise constitute an Excluded Subsidiary cease to be a Discretionary Guarantor), the Guaranteed Obligations created hereunder in respect of such Guarantor (and all Liens granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Agent shall promptly (and the Secured Parties, by their authorization of the Company Agent’s entering into this Agreement, hereby authorize the Agent to) take such actions and execute any such documents as a result may be reasonably requested by such Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the sale such Liens and such Guarantor’s Guaranteed Obligations hereunder. Any representation, warranty or other disposition;covenant contained in this Agreement relating to any such Capital Stock, asset or Subsidiary of any Grantor shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (c) All releases or other documents delivered by the Agent pursuant to this Section 9.15 shall be without recourse to, or warranty by, the Agent. (d) Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.8 of the Credit Agreement or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon designation any of such Guarantor as an Unrestricted Subsidiary the Collateral or to enforce any guarantee of the Guaranteed Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of this Indenture; or a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (dbut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Guaranteed Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such time as such Guarantor does not Guarantee any Indebtedness of the Company sale or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10disposition.

Releases. The Note (a) A Guarantee of a Guarantor (other than a Borrower or the Parent) will be automatically and unconditionally released (and thereupon shall terminate and be released:discharged and be of no further force and effect): (ai) in connection with any sale or other disposition Disposition (including by merger or otherwise) of (x) capital stock of the Guarantor or (y) all or substantially all of the properties or assets of that such Guarantor, in each case if (i) such sale or other Disposition (including by way of merger or otherwise) is permitted hereunder and (ii) following which such Guarantor is no longer a Subsidiary; (ii) upon the merger, consolidation or amalgamation of any Guarantor with and into the Parent, a Borrower or any other Loan Party and that is the surviving Person in such merger, consolidation or amalgamation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Parent or its Subsidiary; provided that any Guarantor that survives any such transaction or is the transferee of assets of such a Guarantor remains a Guarantor; (iii) upon Payment in Full; or (iv) if the Borrower Representative has determined, reasonably and in good faith, that (i) a Foreign Subsidiary acting as a Loan Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Foreign Subsidiary is organized or other applicable law, rule or regulation) or (ii) the burden or cost (including any costs resulting from material adverse tax consequences) of a Foreign Subsidiary providing such guarantee outweighs the benefit of the guaranty afforded thereby. It is understood for purposes of the foregoing that any such Guarantee may be released due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Effective Date, including, for the avoidance of doubt, a change to the Proposed Regulations under Section 956 of the Code, as amended, published on November 5, 2018. (b) The Guarantee by the Parent will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (i) upon the merger, consolidation or amalgamation of the Parent with and into a Borrower or any other Loan Party that is the surviving Person in such merger, consolidation or amalgamation, or upon the liquidation of the Parent following the transfer of all of its assets to the Borrowers or a Subsidiary, in each case, if such transfer sale or other Disposition (including by merger or otherwise, ) is permitted by this Agreement and such surviving Person or transferee remains a Guarantor or a Borrower after completion of such transaction; or (ii) upon Payment in Full. (c) Upon any occurrence giving rise to a Person that is not (either before or after giving effect to such transaction) release of a Guarantee as specified above, the Company or a Restricted Subsidiary Administrative Agent will, at the direction of and sole cost of the Company, if execute any documents reasonably requested by the sale Borrower Representative in order to evidence or other disposition does not violate Section 4.10 hereof; (b) effect such release, termination and discharge in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary respect of the CompanyGuarantee. Upon any release of a Guarantor from its Guarantee, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to shall also be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this the Collateral Documents and the Secured Notes Intercreditor Agreement, subject to the provisions of Section 10.05 will remain liable for the full amount 9.02(c). (d) Any release of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any a Guarantor under this Indenture as provided in this Article 10that is a Borrowing Base Party shall be subject to Section 5.10(g).

Releases. The Note Guarantee of a Guarantor shall be released: (a) If Gatherer fails or is unable or unwilling for any reason (including Force Majeure) to accept all volumes of Dedicated Gas tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Agreement and provide the Services in connection with any sale or other disposition of all or substantially all of accordance therewith, then Producer shall have the properties or assets of that Guarantorright, by way of merger, consolidation or otherwiseat its sole discretion, to obtain, and Gatherer shall promptly grant, a Person that is not temporary release from the dedication and commitment made by Producer under this Agreement for (either before or after giving effect to such transactioni) the Company volumes of Dedicated Gas in excess of what Gatherer is willing or able to accept and (ii) any Xxxxx (and associated acreage) directly affected thereunder as set forth in any Development Plan until such time when Gatherer notifies Producer that it is willing and able to accept such volumes. Notwithstanding the foregoing, Gatherer shall promptly provide Producer with a Restricted Subsidiary written explanation detailing the reason for its inability to receive any volumes of Dedicated Gas into the CompanyGathering System, if the sale or other disposition does not violate Section 4.10 hereof;and its commitment to diligently pursue a plan to be able to receive all such volumes of Gas tendered by Producer at each Receipt Point. (b) If Gatherer fails or is unable or unwilling for any reason (other than force Majeure) to accept all volumes of Dedicated Gas tendered at the Receipt Points on any Day by or on account of Producer pursuant to this Agreement and provide the Services in connection with any sale accordance therewith for 90 consecutive Days or other disposition of Capital Stock of that Guarantor more, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a Person that is not permanent release from the dedication and commitment made by Producer under this Agreement for (either before or after giving effect to such transactioni) the Company volumes of Dedicated Gas in excess of what Gatherer is willing or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof able to accept and such Guarantor ceases to be a Restricted Subsidiary of the Company (ii) any Xxxxx (and associated acreage) directly affected thereunder as a result of the sale or other disposition;set forth in any Development Plan. (c) upon designation In addition to Producer’s rights and Gatherer’s obligations set forth in Section 7.6(a) and Section 7.6(b), Producer shall also have the right to (i) immediately deliver such volumes of Dedicated Gas to any Person other than Gatherer, (ii) enter into commitments to deliver such Guarantor as an Unrestricted Subsidiary in accordance volumes of Dedicated Gas to other third party gatherers; provided that such commitments shall not be for longer than 30 Days for volumes of Dedicated Gas temporarily released, and (iii) get reimbursed for mitigation costs incurred by Producer under any gathering agreements for the affected Dedicated Gas with the terms of this Indenture; orany third parties. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided The rights set forth in this Section 10.05 will remain liable 7.6 shall be Producer’s sole and exclusive remedy for Gatherer’s curtailment, suspension, delay or failure to provide the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture Services as provided set forth in this Article 10Agreement.

Releases. The Notes Obligations of any Guarantor under its Note Guarantee will be automatically and unconditionally released and discharged when any of a Guarantor shall be released: the following occurs: (a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of Holdings, or (ii) all or substantially all of the properties or assets of that Guarantorsuch Guarantor (other than Holdings), by way of mergerin each case, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the which sale or other disposition does not violate Section 4.10 hereof; complies with the applicable provisions of this Indenture and all obligations (other than contingent obligations) of such Guarantor in respect of all other indebtedness of the Issuer and Holdings terminate upon consummation of such transaction; (b) in connection with any sale or if Holdings properly designates the Guarantor (other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transactionthan Holdings) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with pursuant to the terms of this Indenture; or (c) solely in the case of a Note Guarantee created pursuant to Section 4.07 hereof upon the release or discharge of the Note Guarantee or incurrence of indebtedness that resulted in the creation of such Note Guarantee pursuant to that covenant, except a discharge or release by or as a result of payment under such Note Guarantee or incurrence of additional indebtedness; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release ; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (f) pursuant to Article 9 hereof; or (g) in the foregoing shall case of any Guarantor (other than Holdings) which is also a guarantor under the Credit Facilities, upon the release of the guarantee under such Credit Facilities (which release under such Credit Facilities may be deemed conditioned upon the concurrent release of the guarantee of the Notes hereunder), except by reason of the termination or repayment in full of the Credit Facilities. Upon any occurrence giving rise to occur automaticallya release of a Note Guarantee as specified above, without further action the Trustee will execute any documents reasonably requested by the Issuer and at the Issuer’s expense in order to evidence or effect such release, termination and discharge in respect of such Note Guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or Holders any such release, termination or discharge. Notwithstanding anything to the contrary in this Indenture, an Opinion of Notes, upon delivery Counsel will not be required in connection with the release of any Guarantor permitted by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedthis Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) Upon satisfaction of each of the conditions set forth in Section 6 herein and, with respect to the release of liens set forth in clause (iii) below, only after the occurrence of the “ABL Discharge” (as such term is defined in the Financing Orders (as defined in the New Credit Agreement)), (i) all Loans shall be deemed paid in full and the financing arrangements relating to the Loans as among Borrowers, Guarantors, Agent and Lenders pursuant to the Loan Documents are hereby terminated, cancelled and of no further force and effect except for those provisions of the Loan Documents which otherwise by their terms survive the termination thereof, (ii) Agent and Lenders shall have no further obligation to make any Loans, provide any Letters of Credit, provide other financial accommodations or have any other duties or responsibilities in connection with the Loan Documents, and (iii) all security interests, encumbrances and liens upon any sale and all properties and assets of Borrowers and Guarantors heretofore granted by Borrowers or Guarantors to Agent and Lenders pursuant to the Loan Documents are hereby irrevocably released and terminated. As of the date hereof, Agent and Lenders shall have no further obligation to make any new Loans, provide any new Letters of Credit or other disposition new financial accommodations, and the Commitments are hereby terminated (it being acknowledged and agreed that this sentence shall be effective upon the execution of all or substantially all this Agreement, notwithstanding the satisfaction of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate conditions precedent set forth in Section 4.10 6 hereof;). (b) Each Borrower and each Guarantor hereby releases, discharges and acquits Agent and each Lender, together with each of their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to Borrowers and Guarantors (and their respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in connection with law or in equity, that any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company Borrower or any other Guarantor under a Credit Facility other than the Notes. In additionat any time had or has, the Note Guarantees or that its successors and assigns hereafter can or may have against Agent or any Lender, any of all Guarantors will be released upon Legal Defeasance their respective officers, directors, agents or Covenant Defeasance in accordance with Article 8 hereof or satisfaction employees and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes their respective successors and for the other obligations of any Guarantor under this Indenture as provided in this Article 10assigns.

Releases. (a) The Note Guarantee of a Guarantor shall will be automatically and unconditionally released: (a1) in connection with In the event of any sale or other disposition of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) Holdings, the Company or a Restricted Subsidiary of Holdings; provided that the Company, if the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 4.11 hereof; (b) in connection with any . Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) was made by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture, including without limitation Section 4.11 hereof, the Company, if Trustee will execute any documents reasonably required in order to evidence the sale or other disposition does not violate Section 4.10 hereof and such release of any Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositionfrom its obligations under its Note Guarantee; (c2) upon designation of such if Holdings designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture; or; (d3) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or and Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof. Any ; and (4) upon the release of any Guarantor of all of its guarantees of any Credit Facility, including any Note Guarantee created pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Section 4.20 hereof. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.06 will remain liable for the full amount of principal of, premiumof and interest and premium and Additional Interest, if any, on, and interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Any Subsidiary Guarantee of a Subsidiary Guarantor provided under this Indenture shall be released: (a1) in connection with automatically and without any sale action required on the part of the Trustee or other disposition any Holder of the Notes, if all of the Capital Stock or all or substantially all of the properties or assets of that Guarantor, such Subsidiary is sold or otherwise disposed of (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) other than the Company or a Restricted Subsidiary of the Company, if the Company (other than a Non-Recourse Subsidiary) and such sale or other disposition does not violate the provisions of Section 4.10 hereof; (b2) in connection with any sale or other disposition upon request of Capital Stock the Company without consent unless, within 20 Business Days after written notice of that Guarantor the proposed release of such Subsidiary Guarantee is mailed to the Trustee and the Holders, Holders of 25% of the outstanding principal amount of Notes deliver to the Company a Person that is not (either before or after giving effect written objection to such transactionrelease; (3) automatically and without any action required on the Company or a Restricted Subsidiary part of the CompanyTrustee or any Holder of the Notes, if the sale or other disposition does not violate Section 4.10 hereof and Company designates such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Non-Recourse Subsidiary in accordance with the terms applicable provisions of this Indenture; or; (d4) at such time as such Guarantor does not Guarantee automatically and without any Indebtedness action required on the part of the Company Trustee or any other Guarantor under a Credit Facility other than Holder of the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as provided in accordance with Article 8 or 11 hereof. Any release pursuant to ; (5) automatically and without any action required on the foregoing shall be deemed to occur automatically, without further action by part of the Trustee or Holders any Holder of the Notes, upon delivery by a sale of Capital Stock which causes such Subsidiary Guarantor to cease to be a Subsidiary if such sale does not violate any of the provisions of this Indenture; (6) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if the Company of an Officers’ Certificate stating that has satisfied the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee Covenant Defeasance as provided in this Article 8 hereof; (7) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if such Subsidiary Guarantor no longer has any obligations under any Debt that would require it to become a guarantor pursuant to Section 10.05 will remain liable for 4.14 hereof; (8) with the full consent of Holders of a majority in principal amount of principal ofthe Notes then outstanding (provided, premium, that if any, on, and interest, if any, onsuch Subsidiary Guarantor is a Significant Subsidiary, the consent of Holders of 66.67% of the aggregate principal amount of Notes then outstanding shall be required for such release); or (9) automatically and for without any action required on the part of the Trustee or any Holder of the Notes, upon request of the Company without consent if the Fair Market Value of the assets of the related Subsidiary Guarantor, together with the Fair Market Value of the assets of other obligations of any Guarantor Subsidiary Guarantors whose Subsidiary Guarantee was released under this Indenture as provided clause (9) in this Article 10the same calendar year, do not exceed $10.0 million (subject to a cumulative carryover for amounts not used in any prior calendar year). At the request of the Company, the Trustee will execute and deliver an instrument evidencing such release and any other document or instrument necessary for such release.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactiontransactions) the Company Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the CompanyCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, if the then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof;. (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon Upon designation of such any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness under a Credit Facility or the Guarantee that resulted in the creation of a Note Guarantee, such Guarantor will be released and relieved of any obligations under its Note Guarantee and its other Obligations under this Indenture; orprovided, however, that if, at any time following such release or discharge, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.18 hereof. (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to , each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the foregoing shall merger or consolidation of any Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be deemed to occur automatically, without further action by the Trustee or Holders relieved of Notes, upon any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (f) Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate stating and an Opinion of Counsel to the effect that the conditions to such of this Section 10.05 for a release have been satisfied. , the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and all of its other Obligations under this Indenture. (g) Any Guarantor not released from its obligations under its Note Guarantee and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal ofof and interest, and premium, if any, on, and interest, if any, on, on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) If Westinghouse shall cease to own, directly or indirectly, more than 80% of the common stock or similar equity interests of any Subsidiary Guarantor as a result of an issuance or Disposition of such common stock or similar equity interests to a third party, a transaction of merger or any other transaction (in connection with any sale each case permitted by this Agreement), then, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall execute and deliver to Westinghouse (at the sole cost and expense of Westinghouse) all releases or other disposition documents reasonably necessary or desirable for the release of such Subsidiary (and each LAW2:13233 83 78 Subsidiary of such Subsidiary (if any) which is also a Subsidiary Guarantor) from its obligations under the Guarantee Agreement; provided, that, in the case of any Subsidiary Guarantor holding businesses or assets included on the Closing Date in Thermo King Corporation and its Subsidiaries, the percentage referred to above shall instead be 25%; and provided, further, that at the time any such Subsidiary is so released (or, in the case of a newly created or acquired Subsidiary which is not, by operation of clause (ii) of Section 5.16(a), required to become a Subsidiary Guarantor, at the time of such creation or acquisition), and at all times thereafter until the Release Date, a Subsidiary Guarantor (which may be an Intermediate Holding Company) shall directly or substantially indirectly own all of the properties Westinghouse's equity interests in such Person (whether or assets of that Guarantor, by way of merger, consolidation or otherwise, not such Person shall cease to be a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;Westinghouse). (b) in connection with any sale On the Release Date, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall execute and deliver to Westinghouse (at the sole cost and expense of Westinghouse) all releases or other disposition of Capital Stock of that Guarantor to a Person that is not documents reasonably necessary or desirable for (either before or after giving effect to such transactioni) the Company or a Restricted release of each Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under the Guarantee Agreement and (ii) the release of Parent Acquisition Corp. from its Note Guarantee as provided in this Section 10.05 will remain liable for obligations under the full amount Stock Pledge Agreement (including the release of principal of, premium, if any, on, and interest, if any, on, the Notes and for Liens created by the other obligations of any Guarantor under this Indenture as provided in this Article 10Stock Pledge Agreement on the Pledged Stock referred to therein).

Releases. (a) The Note Guarantee of a Guarantor shall will be releasedautomatically and unconditionally released in respect of the Notes of any Series: (a1) only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or (iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement, except by or as a result of payment under such guarantee or direct obligation; (2) only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereofGuarantor; (b3) only in connection with any sale or other disposition the case of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyGuarantor, if the sale or other disposition does not violate Section 4.10 hereof and for any reason such Subsidiary Guarantor ceases to be a Restricted Wholly-Owned Subsidiary of the Company as Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a result Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an Affiliate of the sale Issuer that is controlled by Parent, Deutsche Telekom or other dispositionany of their respective subsidiaries or an employee of any of the foregoing; (c4) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionLegal Defeasance, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture as provided in ARTICLES VIII and XI hereof; (5) upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing; (6) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; or (7) in the case of a Subsidiary Guarantor, if, immediately following such release and any concurrent releases of other Guarantees by such Subsidiary Guarantor, the aggregate principal amount of Indebtedness for Borrowed Money of Subsidiaries that are not Guarantors and not Excluded Subsidiaries (excluding any Indebtedness under any Permitted Receivables Financing and any Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that would remain incurred or issued and outstanding would not exceed $2,000.0 million. (b) The Trustee shall deliver an appropriate instrument, prepared by the Issuer, evidencing any release of a Guarantor from the Note Guarantee in respect of any Series of Notes upon receipt of a written request of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by provisions of this Indenture and the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfiedother Notes Documents. Any Guarantor not so released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, and premium, if any, on, and interest, if any, on, interest on the Notes and for entitled to the other obligations benefits of any Guarantor under this Indenture the Note Guarantee as provided in this Article 10Indenture, subject to the limitations of Section 10.02.

Releases. The Note Guarantee of a Guarantor shall be released: (a) At such time as the obligations of Holdings and the Guarantors shall have been defeased or discharged in connection accordance with any sale or other disposition the provisions of all or substantially all Article VIII of the properties Indenture, Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or assets performance of that Guarantorany act by any party, and all rights to the Collateral shall revert to the applicable Grantor. At the request and joint and several expense of the Grantors following any such termination, the Collateral Agent shall promptly deliver to the appropriate Grantor any Collateral held by way of mergerthe Collateral Agent hereunder, consolidation or otherwise, to a Person that is not (either before or after giving effect and promptly execute and deliver to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in connection with any sale a transaction permitted by the Indenture, then the Collateral Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other disposition of Capital Stock of that Guarantor to a Person that is not (either before documents reasonably necessary or after giving effect to such transaction) desirable for the Company or a Restricted Subsidiary release of the Company, if the sale or other disposition does not violate Section 4.10 hereof and Liens created hereby on such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;Collateral. (c) upon designation of At such Guarantor time as an Unrestricted Subsidiary (1) 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 (2) the holders of the First Priority Liens have released their First Priority Liens on all or any portion of the Collateral, the Liens will also be automatically released to the same extent; provided, however, that (A) in the case of clause (1) of this Indenturesentence, in the event that an Event of Default under the Indenture exists as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (1), the 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 the Collateral Agent (acting at the director of the Holders of a majority of outstanding principal amount of Notes) will have the right to foreclose upon the Collateral (but in such event the Liens will be released when such Event of Default and all other Events of Defaults under the Indenture cease to exists); oror (B) if the First Priority Lien Obligations are thereafter secured by assets that would constitute Collateral, the Notes and the Note Guarantees will then be secured by second priority Lines on such assets to the same extent provided pursuant to the Security Documents. If Aventine subsequently incurs obligations under other First Priority Lien Obligations which are secured by assets of Aventine and its Subsidiaries of the type constituting Collateral, then the Notes and the Note Guarantees will be secured at such time by second priority Liens on the collateral securing such First Priority Lien Obligations pursuant to the Security Documents. (d) at such time as such Guarantor does not Guarantee any Indebtedness Additional releases of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing Collateral shall be deemed to occur automatically, without further action by provided as set forth in the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Intercreditor Agreement.

Releases. The Note Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company Issuer as a result of the sale or other disposition; (c) upon designation of if the Issuer designates such Guarantor as to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; or; (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant ; (e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the foregoing shall Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (g) at such time as such Guarantor ceases to guarantee or otherwise be deemed an obligor with respect to occur automatically, without further action by any other Indebtedness of the Trustee Issuer or Holders any other Guarantor in excess of Notes, upon delivery by the Company De Minimis Guaranteed Amount; provided no Event of an Officers’ Certificate stating Default has occurred that the conditions to such release have been satisfiedis continuing. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, on, interest on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate Section 4.10 hereofcomplies with Sections 3.04 and 4.04 of the Sixth Supplemental Indenture; (b) in connection with any sale or other disposition of a majority of the Capital Stock of that a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate Section 4.10 hereof complies with Sections 3.04 and such Guarantor ceases to be a Restricted Subsidiary 4.04 of the Company as a result of the sale or other dispositionSixth Supplemental Indenture; (c) upon designation of such if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the Indenture; (d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; (e) if such Guarantor’s guarantee of any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company, is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company; or (f) upon the Company’s exercise of its legal defeasance option or covenant defeasance option as described under Article IX of this Sixth Supplement Indenture or if the Company’s obligations under the Indenture and Notes are discharged in accordance with the terms of this the Indenture; or (d) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of, premium, if any, on, of and interest, if any, on, interest on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1012 of the Base Indenture and Article X of the Sixth Supplemental Indenture.

Releases. The Note Guarantee of a Guarantor shall be released: (a) in connection with In the event of any sale or other disposition of all or substantially all of the properties or assets of that any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) the Company CCL or a Restricted Subsidiary of CCL then such Guarantor (in the Company, if the event of a sale or other disposition does not violate Section 4.10 hereof; disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (b) in connection with any the event of a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Restricted Subsidiary substantially all of the Company, if assets of such Guarantor) shall be automatically released and relieved of any Obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with (and to the extent required by) the applicable provisions of this Indenture, including without limitation Section 4.10 hereof and hereof; provided, further, that the failure to apply the Net Proceeds of such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary disposition in accordance with the terms applicable provisions of this Indenture shall constitute an Event of Default, but shall not result in the reinstatement of any Note Guarantee released in accordance with the provisions of this Section 11.04 hereof. Upon delivery by CCL to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by CCL in accordance with the provisions of this Indenture; or, including without limitation Section 4.10 hereof, the Trustee shall execute at the written request of CCL any documents reasonably required in order to evidence the release of any Guarantor from its Obligations under its Note Guarantee. (db) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof. Any release pursuant to the foregoing , each Guarantor shall be deemed to occur automatically, without further action by the Trustee or Holders released and relieved of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations any Obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Guarantee.

Releases. The Note Guarantee of a (a) A Guarantor shall be releasedautomatically released and relieved of its Obligations under the Note Guarantee without the consent of any Holder of the Notes: (ai) in connection with any sale or other disposition upon (A) the release of all or substantially all such Guarantor’s Guarantee of the properties Series A Notes (including, without limitation, pursuant to the Series A Notes Indenture or assets the Intercreditor Agreements or as a result of that Guarantoror pursuant to any amendment of the Series A Indenture or Intercreditor Agreements), by way other than as a result of mergerpayment under such Guarantee of the Series A Notes following an “Event of Default” under (and as defined in) the Series A Indenture, consolidation or otherwise, to (B) payment in full of the Series A Notes; (ii) upon the Notes receiving an Investment Grade Rating from each Rating Agency on a Person that is not (either before or pro forma basis after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenturerelease; or (diii) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In additionupon legal defeasance, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof covenant defeasance or satisfaction and discharge of this the Indenture in accordance with Article 11 as provided under Sections 11.1 and 11.2 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. . (b) Any Guarantor not released from its obligations Obligations under its Note Guarantee as provided in this Section 10.05 will 9.4 shall remain liable for the full amount of principal of, premium, if any, oninterest, and interestAdditional Interest, if any, on, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 109. (c) To the extent that the Obligations of any Guarantor under its Guarantee of the First Lien Obligations are subordinated, then the Note Guarantee of such Guarantor shall be subordinated to the same extent, as required by the Intercreditor Agreements and subject to the subordination of the obligations of any Guarantor under its Guarantee of the Series A Notes to the same extent.

Releases. (a) The Note Guarantee of a Guarantor shall will be released: (a1) in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (b2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary Sub- sidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor the Guaran- tor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c3) upon designation of such if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Unre- stricted Subsidiary in accordance with the terms applicable provisions of this Indenture; (4) if the Guarantor (other than a Streaming Subsidiary) ceases to be a borrower or guarantor under the Senior Credit Facility and is released or discharged from all obligations thereunder and such Guarantor is released or discharged from its Guarantee of any other Indebtedness of the Company in excess of $100.0 million in aggregate principal amount, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes (excluding Permitted Intercompany Debt); provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guaran- tor) under Section 4.09 hereof; or (d5) at such time as such Guarantor does not Guarantee any Indebtedness of the Company or any other Guarantor under a Credit Facility other than the Notes. In addition, the Note Guarantees of all Guarantors will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. . (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section Sec- tion 10.05 will remain liable for the full amount of principal of, premiumpremium on, if any, on, and interest, if any, interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) The Note Guarantee of a Parent Guarantor shall will automatically and unconditionally be releasedreleased and discharged with no further force or effect: (a1) in connection the case of any Note Guarantee of a Released Entity, pursuant to the Post-Closing Reorganization; provided that (A) such Released Entity is also released or discharged from such Released Entity’s guarantee of Indebtedness of the Issuer and the Subsidiary Guarantors under the Existing Senior Notes or any Pari Passu Indebtedness and (B) the New Immediate Holdco provides a guarantee of the Notes on substantially the same terms as the Note Guarantee provided by Virgin Media prior to the Post-Closing Reorganization; and (2) in the case of a Parent Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes. (b) The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released and discharged with no further force or effect: (1) concurrently with any sale by way of enforcement by the relevant Security Trustee (as defined in the Intercreditor Deed) of a security interest therein of (a) all of the Capital Stock of such Subsidiary Guarantor or other disposition any parent company of such Subsidiary Guarantor or (b) all or substantially all of the properties or assets of that such Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not in each case so long as: (either before or after giving effect to such transactionA) the Company proceeds of such sale are in cash (or a Restricted Subsidiary of substantially in all cash) and are applied in the Company, if the sale or other disposition does not violate manner described under Section 4.10 hereof3.12; (bB) such Subsidiary Guarantor is released from its obligations in respect of any other Indebtedness of Virgin Media Group LLC and any Restricted Subsidiary; provided, however, that nothing in the Intercreditor Deed shall require the release by such Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the Senior Liabilities or the High Yield Trustee Direct Claims; and (C) the sale is made pursuant to either a public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition (financial or otherwise), earnings, business, assets and prospects of such Subsidiary Guarantor and its Subsidiaries, the Security Trustee having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a Senior Lender or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit holders to participate in the sale process as bidders; provided, however, that the Security Trustee shall not be under any further obligation to cause such recommendations to be implemented to the extent not implemented in connection with such sale by the relevant court, authority or other third party required to act in connection with such sale; provided further, that such reasonable efforts will, to the extent permitted by applicable law, include attempting to conduct such sale process other than through a court or legal proceeding; (2) concurrently with any sale or other disposition by an administrator under the U.K. Insolvency Xxx 0000 of (a) all of the Capital Stock of such Subsidiary Guarantor or any parent company of such Subsidiary Guarantor or (b) all or substantially all of the assets of such Subsidiary Guarantor, in each case so long as: (A) the administrator is an insolvency practitioner whose appointment the Trustee has not objected to (acting reasonably) under the provisions of the U.K. Insolvency Xxx 0000 relating to the selection of a person or persons to be an/the administrator; (B) the proceeds of such sale are in cash (or substantially in all cash) and are applied in the manner described under Section 3.12; (C) such Subsidiary Guarantor is released from its obligations in respect of any other Indebtedness of Virgin Media Group LLC, the Issuer or any Restricted Subsidiary; provided, however, that nothing in the Intercreditor Deed shall require the release by such Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the Senior Liabilities or the High Yield Trustee Direct Claims; and (D) the sale is made pursuant to a Person public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition (financial or otherwise), earnings, business, assets and prospects of such Subsidiary Guarantor and its Subsidiaries, the administrator having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a Senior Lender or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit holders to participate in the sale process as bidders; (3) with respect to an Additional Subsidiary Guarantee given under Section 4.15, upon release of the guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor; (4) in the case of a Guarantor that is not prohibited or restricted by applicable Law from guaranteeing the Notes; (either before or after giving effect to such transaction5) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other dispositiona transaction permitted by, and in compliance with, Section 5.01; (c6) as described under Article 9; (7) upon the legal defeasance, covenant defeasance or satisfaction and discharge of the Notes and this Indenture as provided in Article 8 and Article 12, in each case in accordance with the terms and conditions of this Indenture; (8) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture and the Notes; or (9) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or . Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released if (d1) at the relevant Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such time as transaction have been complied with and (2) such Guarantor does not Guarantee any Indebtedness is released from its guarantees of the Company or any other Guarantor under a Senior Credit Facility other than the Notes. In additionFacility, the Note Guarantees Existing Senior Secured Notes and the Existing Senior Notes, as applicable. The Trustee shall take all necessary actions, including the granting of all Guarantors will be released upon Legal Defeasance releases or Covenant Defeasance waivers under the Intercreditor Deed, to effectuate any release in accordance with Article 8 hereof or satisfaction these provisions, subject to customary protections and discharge of this Indenture in accordance with Article 11 hereof. Any release pursuant to the foregoing shall be deemed to occur automatically, without further action by the Trustee or Holders of Notes, upon delivery by the Company of an Officers’ Certificate stating that the conditions to such release have been satisfied. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, on, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10indemnifications.