Common use of Releases Clause in Contracts

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a Guarantor sale or other disposition (including by way of merger or consolidationliquidation permitted hereunder) of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee Person acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Guaranty; provided that the Net Cash Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Guaranty. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guaranty. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Guaranty. Any Guarantor not released from its obligations under its Guarantee Guaranty as provided in this Section 13.05 11.04 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee (a) Upon the Discharge of Obligations, this Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any Guarantorfurther action by any Person, and the Collateral AgentAdministrative 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 Lien on expense to further document and evidence such termination and release, and the Collateral Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any 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 Guarantor and at such Guarantor, will be automatically released:’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (ab) in connection with In the event that any Disposition Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Equity Interests Capital Stock or all or substantially all of the assets of any Grantor to a Guarantor (including by way of merger or consolidation) to such Person that is not (and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Company Credit Agreement, the security interests created hereunder in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any 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 of security interests hereunder in respect of such Capital Stock or assets, and, in the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor if would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution Guarantee Obligations created hereunder in respect of such Guarantor following the transfer of (and all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and security interests granted by such Guarantor (or as the context may require, Collateralhereunder) is shall automatically terminate and be released, without the Company requirement for any further action by any Person and the Administrative Agent shall deliver to promptly (and the Trustee Secured Parties hereby authorize the Administrative Agent to) take such action 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any such documents as may be reasonably requested by the Company that are necessary or advisable in order such Guarantor and at such Guarantor’s expense to further document and evidence the such termination and release of such Guarantor from its obligations under its security interests and such Guarantor’s Guarantee and/or the applicable Note Security DocumentsObligations hereunder. Any Guarantor not released from its obligations under its Guarantee as provided representation, warranty or covenant contained in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumAgreement relating to any such Capital Stock, if any, on the Notes and for the other obligations (including the Note Obligations) asset or subsidiary of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorGrantor 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.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) Notwithstanding anything to the contrary contained in the Credit Agreement, herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of all Property permitted by the Loan Documents or upon the occurrence of any other circumstance referred to in Section 10.15 of the Equity Interests Credit Agreement, the Administrative Agent shall (without notice to or all vote or substantially all consent of any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or any other Secured Party) take such actions as shall be required to release the Security Interest in any Collateral being Disposed of in such Disposition, and to release any guarantee obligations of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents. The Borrower shall deliver to the Administrative Agent, at least five (5) Business Days prior to the date of the assets proposed release, a written request for release identifying the relevant Collateral being Disposed of a Guarantor (including by way of merger or consolidation) to in such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions terms of this Indenture; andsuch Disposition. (b) upon If any of the liquidation or dissolution Collateral shall be Disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all release of the assets Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor or shall be released from its obligations hereunder in the Equity Interests event that all the Capital Stock of any such Subsidiary Guarantor are sold or disposed shall be Disposed of in a transaction permitted by the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company Credit Agreement. The Borrower shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of CounselAdministrative Agent, each stating and certifying at least five (5) Business Days prior to the identity date of the released Guarantor (and/or the applicable Collateral)proposed release, the basis a written request for release identifying the relevant Subsidiary Guarantor and the terms of the Disposition in reasonable detail detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that the Proceeds of such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) Disposition will be applied in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantortherewith.

Releases. The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically releasedterminate upon: (a1) in connection with any Disposition of all of the Equity Interests a sale or all or substantially all of the assets of a Guarantor other disposition (including by way of merger stock issuance, consolidation or consolidationmerger) to of the Capital Stock of such Person that Guarantor after which such Guarantor is not a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of Restricted Subsidiary) otherwise permitted by this Indenture; and; (b2) the designation in accordance with this Indenture of the 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 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 Credit Agreement (except a release by or as a result of a 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 (6) upon the liquidation or dissolution achievement of such Guarantor following Investment Grade Status by the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 Notes; provided that such release complies with this Indenture. Upon delivery by Note Guarantee shall be reinstated upon the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsReversion Date. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest, if any, on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. (a) The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, Notes by a Guarantor will be automatically and unconditionally released: (a) in connection with , and any Disposition of all of the Equity Interests or all or substantially all of the Person acquiring assets of a Guarantor (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: (1) in connection with any 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 such lesser portion as is sufficient for such Guarantor to cease to be a Subsidiary of the Company) or the sale of all or substantially all the assets of such Guarantor, to or with and into a Person that which is not the Company or another Subsidiary of the Company; (2) if any Guarantor is dissolved or otherwise no longer obligated to provide a Guarantee of the Notes pursuant to the Indenture; (3) if such Guarantor’s guarantee of any obligations under any Debt Facility of the Company (including the Credit Agreement) with an aggregate principal or committed amount of $250 million or more is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor if the Disposition does not violate Section 4.11 by executing a supplemental indenture and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to providing the Trustee and Collateral Agent with 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 to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to as required by the effect that Indenture at such time as it guarantees any obligations under any Debt Facility of the conditions Company (including the Credit Agreement) with an aggregate principal or committed amount of any $250 million or more; or (4) upon the Company’s exercise of clauses (a) its legal defeasance option or covenant defeasance option as described in Section 12.02 or Section 12.03 of the First Supplemental Indenture or if the Company’s obligations under the Indenture and the Notes are discharged in accordance with Section 12.01 of the First Supplemental Indenture. (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the The Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by either the Company that are necessary or advisable a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding II, subject to the Trustee’s receipt of an Opinion of Counsel and Officer’s Certificates stating that all conditions precedent to such release of any other Guarantorhave been met.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If in connection with any Disposition of all Enforcement Action by the First Lien Collateral Agent or any other exercise of the Equity Interests or all or substantially all First Lien Collateral Agent’s remedies in respect of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets Collateral, in each case prior to the Company or another Guarantor as permitted hereunder. If the Guarantee Discharge of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is releasedFirst Lien Obligations, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and First Lien Collateral Agent, as applicablefor itself or on behalf of any other First Lien Claimholder, will execute releases any documents reasonably requested by of its Liens on any part of the Company that are necessary Collateral or advisable in order to evidence the release of such releases any Guarantor Subsidiary from its obligations under its Guarantee and/or guaranty of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agents, each for itself or for the benefit of the applicable Note Security DocumentsSecond Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically released to the same extent as the Liens of the First Lien Collateral Agent so long as the proceeds are applied in accordance with Section 4.1 hereof. Any If in connection with any Enforcement Action or other exercise of rights and remedies by the First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Agents with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Agent. The Second Lien Collateral Agents, each for itself or on behalf of any such applicable Second Lien Claimholders, promptly shall, acting at the direction of a majority in interest of the applicable Second Lien Claimholders and at the Company’s expense, execute and deliver to the First Lien Collateral Agent or such Guarantor not released Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may reasonably request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and the terms of the Second Lien Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its Guarantee as provided guaranty of the First Lien Obligations, in this Section 13.05 will remain liable for each case other than in connection with, or following, the full amount Discharge of principal of and interest and premiumFirst Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agents, each for itself and for the benefit of the other applicable Second Lien Claimholders, on such Collateral, and the Notes obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agents, each for itself or on behalf of each other applicable Second Lien Claimholder, shall promptly, acting at the direction of a majority in interest of the applicable Second Lien Claimholders and at the Company’s expense, execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may reasonably request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agents, each on behalf of itself and each other applicable 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 such Second Lien Collateral Agent and such Second Lien Claimholder 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 Section 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) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or any First Lien Claimholder (i) has released any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtains any new Liens or additional guarantees from any Guarantor Subsidiary, then the Second Lien Collateral Agents, each for itself and for the other obligations applicable Second Lien Claimholders, shall automatically be deemed to have been granted a Lien on any such Collateral (including except to the Note Obligations) extent such Lien represents a Second Lien Declined Lien with respect to the Second Lien Debt represented by the applicable Second Lien Collateral Agent), subject to the lien subordination provisions of this Agreement, and the Second Lien Collateral Agents shall be granted an additional guarantee, as the case may be, and each applicable Grantor shall execute any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of documentation reasonably requested by either Second Lien Collateral Agent to evidence any other Guarantorsuch grant.

Releases. The Guarantee (a) If in connection with the exercise of any Guarantor, and the First Lien Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) remedies in connection with any Disposition of all respect of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and First Lien Collateral Agent an Officer’s Certificate and an Opinion of CounselAgent, 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 to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions itself or on behalf of any of clauses (a) the First Lien Claimholders, releases any of its Liens on any part of the Collateral or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute releases any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or guaranty of the applicable Note Security DocumentsFirst Lien Obligations, then the Liens, if any, of the Subordinated Collateral Trustee, for itself or for the benefit of the Subordinated Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. Any The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Documents and not released expressly prohibited under the terms of the Subordinated Lien Documents (other than in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Guarantor from its obligations under its Guarantee as provided guaranty of the First Lien Obligations, in this Section 13.05 will remain liable for each case other than (A) in connection with the full amount Discharge of principal First Lien Obligations and (B) after the occurrence and during the continuance of and interest and premiumany “Event of Default” under a Subordinated Lien Document, then the Liens, if any, of the Subordinated Collateral Trustee, for itself or for the benefit of the Subordinated Lien Claimholders, on such Collateral, and the Notes obligations of such Guarantor under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Lien Claimholders, 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 Subordinated Collateral Trustee 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 Section 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) 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 Lien on Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor, then the Subordinated Collateral Trustee, for itself and for the other obligations (including Subordinated Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the Note Obligations) lien subordination provisions of any Guarantor under this Indenture Agreement, and an additional guaranty, as provided in this Article 13 notwithstanding the release of any other Guarantorcase may be.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term/Note Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under each of the Financing Documents and not prohibited under any other ABL Loan Document (if any) or any other Term/Note Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement (or any other definitive documentation governing Future ABL Indebtedness) by the owner of such ABL Priority Collateral (to the extent the applicable ABL Agents have consented to such sale, transfer or disposition) or by an ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Disposition of all Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Equity Interests Term/Note Holders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term/Note Agent of a notice from the applicable ABL Agent stating that any release of Liens by the ABL Agents securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term/Note Agent’s release), each applicable Term/Note Agent will promptly execute and deliver, and authorize the filing of, such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and Copyright filings) in all relevant jurisdictions confirming such release on customary terms at the request and expense of the Company. Each Term/Note Agent, for itself and on behalf of each applicable Term/Note Holder, hereby irrevocably constitutes and appoints each ABL Agent and any officer or agent of such ABL 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 such Term/Note Agent or such Term/Note Holder or in such ABL Agent’s own name, from time to time in such ABL Agent’s determination, for the purpose of carrying out the terms of this Section 5.1(a), to take any 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(a), including authorizing the filing of any termination statements, endorsements or other instruments of transfer or release; provided that the applicable ABL Agent shall not exercise such power of attorney unless the Term/Note Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable ABL Agent. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term/Note Claim delivers notice to the ABL Agents that any specified Term/Note Priority Collateral (including all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of a Grantor or any Guarantor are sold or disposed of its Subsidiaries) (including for such purpose, in the manner described case of the sale of Equity Interests in clauses any Subsidiary, any Term/Note Priority 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 Term/Note Priority Collateral in a transaction permitted under each of the Financing Documents and the Indenture and not prohibited under any other Term/Note Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term/Note Financing Documents by the owner of such Term/Note Priority Collateral (to the extent the applicable Term/Note Agents have consented to such sale, transfer or disposition) or by a Term/Note Agent in connection with the Exercise of Any Secured Creditor Remedies; then (bwhether or not any Insolvency or Liquidation Proceeding is pending at the time) abovethe Liens in favor of the ABL Lenders upon such Term/Note Priority Collateral will automatically be released and discharged as and when, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver but only to the Trustee extent, such Liens on such Term/Note Priority Collateral securing Term/Note Claims are released 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 Indenturedischarged. Upon delivery to each ABL Agent of a notice from the applicable Term/Note Agent stating that any release of Liens by the Company Term/Note Agents securing or supporting the Term/Note Claims on any Term/Note Priority Collateral has become effective (or shall become effective upon each ABL Agent’s release), each ABL Agent will promptly execute and deliver, and authorize the filing of, such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and Copyright filings) in all relevant jurisdictions confirming such release on customary terms at the request and expense of the Company. Each ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term/Note Agent and any officer or agent of such Term/Note 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 such ABL Agent or such ABL Lender or in such Term/Note Agent’s own name, from time to time in such Term/Note Agent’s determination, for the Trustee and Collateral Agent purpose of an Officer’s Certificate and an Opinion of Counsel to carrying out the effect that the conditions of any of clauses (a) or (b) terms of this Section 13.05 have been met with respect 5.1(b), to a Guarantor (take any and all appropriate action and to execute any and all documents and instruments that may be necessary or such Collateral) in accordance with desirable to accomplish the provisions purposes of this IndentureSection 5.1(b), including authorizing the Trustee filing of any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term/Note Agent shall not exercise such power of attorney unless the ABL Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term/Note Agent. (c) Unless and Collateral until the Discharge of ABL Claims has occurred, each Term/Note Agent, as applicablefor itself and on behalf of each applicable Term/Note Holder, will execute any documents reasonably requested by hereby consents to the Company application, whether prior to or after a default, of proceeds of ABL Priority Collateral to the repayment of ABL Claims pursuant to the ABL Credit Agreement; provided that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided nothing in this Section 13.05 will remain liable 5.1(c) shall be construed to prevent or impair the rights of the Term/Note Agents or the Term/Note Holders to receive proceeds in connection with the Term/Note Claims not otherwise in contravention of this Agreement. (d) Unless and until the Discharge of Term/Note Claims has occurred, each ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the full amount application, whether prior to or after a default, of principal proceeds of and interest and premium, if any, on Term/Note Priority Collateral to the Notes and for repayment of Term/Note Claims pursuant to the other obligations (including the Term/Note Obligations) of any Guarantor under this Indenture as Financing Documents; provided that nothing in this Article 13 notwithstanding Section 5.1(d) shall be construed to prevent or impair the release rights of any other Guarantorthe ABL Agents or the ABL Lenders to receive proceeds in connection with the ABL Claims not otherwise in contravention of this Agreement.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) At such time as the Obligations (other than contingent indemnification and expense reimbursement obligations not then due) shall have been paid in connection with any Disposition of full and the Commitments have been terminated, 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 Equity Interests Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all or substantially all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the assets of a Guarantor (including by way of merger or consolidation) Administrative Agent shall deliver to such Person that is not Grantor any Collateral held by the Company or a Guarantor if the Disposition does not violate Section 4.11 Administrative Agent hereunder, and the other provisions of this Indenture; andexecute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the transfer release of the Liens created hereby on such Collateral. In the event that all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee capital stock of any Guarantor Grantor shall be sold, transferred or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or otherwise disposed of in a transaction permitted by the manner described in clauses (a) or (b) aboveCredit Agreement, and such Guarantor (or as then, at the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity request of the released Guarantor (and/or Borrower and at the applicable Collateral)expense of the Grantors, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not Grantor shall be released from its obligations under its Guarantee as hereunder; provided that the Borrower shall have delivered to the Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all At such time as there has been a Discharge of the Equity Interests or Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all or substantially all obligations (other than those expressly stated to survive such termination) of the assets Collateral Agent and each Grantor hereunder shall terminate, all without delivery of a Guarantor (including any instrument or performance of any act by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 any party, and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets rights to the Company or another Guarantor as permitted hereunderCollateral shall revert to the Grantors. If At the Guarantee written request and sole expense of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of Grantor following any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, such termination and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent receipt of an Officer’s Certificate and an Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the effect that the conditions of any of clauses (a) or Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of this Section 13.05 have been met with respect to the Collateral shall be Disposed of by any Grantor in a Guarantor (or such Collateral) in accordance with transaction permitted by the provisions of this Indenture, then, the Trustee and Collateral Agent, as applicableat the written request and sole expense of such Grantor, will shall execute any and deliver to such Grantor all releases or other documents reasonably requested by the Company that are necessary or advisable in order to evidence such Grantor for the release of the Liens created hereby on such Guarantor from its obligations under its Guarantee and/or Collateral provided that the applicable Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Security DocumentsDocuments and that the Proceeds of such Disposition will be applied in accordance therewith. Any Guarantor not At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations under its Guarantee as hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in this Section 13.05 will remain liable for compliance with the full amount of principal of Indenture and interest and premium, if any, on the Notes and for the other obligations Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (including c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Note Obligationsprior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorUCC.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of Loans, the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Reimbursement Obligations and the other provisions Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Indenture; andAgreement 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 as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Company, a Subsidiary Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as provided hereunder in this Section 13.05 will remain liable the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; PROVIDED that the Company shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the full amount relevant Subsidiary Guarantor and the terms of principal of the sale or other disposition in reasonable detail, including the price thereof and interest any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee (a) At such time as the Loans, the Reimbursement Obligations and all other Secured Obligations (other than Unasserted Contingent Obligations and obligations under or in respect of Specified Hedge Agreements or Specified Cash Management Agreements) have been paid in full, the Collateral shall 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 Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any Guarantorinstrument or performance of any act by any party, and all rights to the Collateral shall automatically revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Collateral Agent) and take such further actions 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 (other than to another Grantor) in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent’s Lien on , at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral of Agent and take such Guarantor, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 further actions for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor Collateral (not including Proceeds thereof) from its obligations under its Guarantee and/or the security interests created hereby; provided that the Collateral Agent shall be required to execute such release only if the Borrower and applicable Note Security Grantor shall have delivered to the Collateral Agent, at least five (5) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a certificate of a Responsible Officer with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any At the request and sole expense of the Borrower, a Guarantor not shall be released from its obligations under its Guarantee as provided hereunder in this Section 13.05 will remain liable the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement and the Collateral Agent, at the request and sole expense of such the Borrower, shall promptly execute and deliver to such Borrower all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any such Guarantor; provided that the Collateral Agent shall be required to execute such release only if the Borrower shall have delivered to the Collateral Agent, at least five (5) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a certificate of a Responsible Officer of the Borrower with request for release identifying the relevant Guarantor and certifying that such transaction is in compliance with the Credit Agreement and the other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor(a) At such time as the Term Loan and the other Obligations shall have been paid in full, the Commitments have been terminated and the Collateral Agent’s Lien on 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 Lender 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 Guarantortermination, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) Lender shall deliver to such Person that is not Grantor any Collateral held by the Company or a Guarantor if the Disposition does not violate Section 4.11 Lender hereunder, and the other provisions of this Indenture; andexecute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lender, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as provided hereunder in this Section 13.05 will remain liable the event that all the Capital Stock of such Guarantor 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 Lender, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the full amount relevant Guarantor and the terms of principal of the sale or other disposition in reasonable detail, including the price thereof and interest any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition (i) of all of the Equity Interests or all or substantially all of the properties or assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not the Company (either before or after giving effect to such transactions) Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the Capital Stock of any Guarantor if after which the Disposition applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, 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 Section 4.11 and the other applicable provisions of this Indenture; andSection 4.10 hereof. (b) Upon designation of 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; provided, 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) 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 Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the 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 following the transfer will be relieved of any obligations under its Note Guarantee and all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 other Obligations under this Indenture. . (f) Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 10.05 for a release have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturesatisfied, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee and/or the applicable Note Security Documents. 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 13.05 10.05 will remain liable for the full amount of principal of and interest interest, and premium, if any, on the Notes and for the other obligations (including the Note Obligations) Obligations of any such Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreement and not prohibited under any other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Disposition of all Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Equity Interests Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Term Loan Agent, for itself and on behalf of each applicable Term Loan Lender, hereby irrevocably constitutes and appoints the ABL Agent and any officer or agent of the ABL 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 such Term Loan Agent or such Term Loan Lender or in the ABL Agent’s own name, from time to time in the ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. This power is coupled with an interest and is irrevocable. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of a Grantor or any Guarantor are sold or disposed of its Subsidiaries) (including for such purpose, in the manner described case of the sale of Equity Interests in clauses any Subsidiary, any Term Loan Priority 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 Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement and the ABL Credit Agreement and not prohibited under any other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (bwhether or not any Insolvency or Liquidation Proceeding is pending at the time) abovethe Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and such Guarantor discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or as shall become effective upon the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an OfficerABL Agent’s Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or the applicable Collateralrelease), the basis for release in reasonable detail ABL Agent will promptly execute, file and that deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release complies on customary terms at the expense of the Company. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with this Indenture. Upon delivery by full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Company place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the Trustee and Collateral Agent purpose of an Officer’s Certificate and an Opinion of Counsel to carrying out the effect that the conditions of any of clauses (a) or (b) terms of this Section 13.05 have been met with respect 5.1(b), to a Guarantor (take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or such Collateral) in accordance with desirable to accomplish the provisions purposes of this IndentureSection 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the Trustee applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. This power is coupled with an interest and Collateral is irrevocable. (c) Unless and until the Discharge of ABL Claims has occurred, each Term Loan Agent, as applicablefor itself and on behalf of each applicable Term Loan Lender, will execute any documents reasonably requested by hereby consents to the Company application, whether prior to or after a default, of proceeds of ABL Priority Collateral to the repayment of ABL Claims pursuant to the ABL Credit Agreement; provided that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided nothing in this Section 13.05 will remain liable 5.1(c) shall be construed to prevent or impair the rights of the Term Loan Agents or the Term Loan Lenders to receive proceeds in connection with the Term Loan Claims not otherwise in contravention of this Agreement. (d) Unless and until the Discharge of Term Loan Claims has occurred, the ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the full amount application, whether prior to or after a default, of principal proceeds of and interest and premium, if any, on Term Loan Priority Collateral to the Notes and for repayment of Term Loan Claims pursuant to the other obligations (including the Note Obligations) of any Guarantor under this Indenture as Term Loan Credit Agreement; provided that nothing in this Article 13 notwithstanding Section 5.1(d) shall be construed to prevent or impair the release rights of any other Guarantorthe ABL Agent or the ABL Lenders to receive proceeds in connection with the ABL Claims not otherwise in contravention of this Agreement.

Releases. The Guarantee (a) Sales or other dispositions of Collateral which are not prohibited by the Credit Agreement, the Note Agreement and the A-Advanced Guaranty shall not require any Guarantorwritten or oral release or consent of the Collateral Agent. Nevertheless, the Borrower shall be entitled to request upon presentation of a certificate from the Borrower stating that such a sale is not prohibited by the Credit Agreement, the Note Agreement, the A-Advanced Guaranty or the Noteholder and A-Advanced Lender Guaranty and Security Agreement, that the Collateral Agent (i) execute and deliver to the Borrower or any purchaser of Collateral, a written release, disclaimer or quitclaim of the Collateral Agent's interest in any such Collateral hereunder and under the Security Documents, and the Borrower or such purchaser, as the case may be, shall be entitled to rely conclusively on such release, disclaimer or quitclaim and/or (ii) redeliver any such Collateral Agent’s Lien on then in the possession of the Collateral Agent or any agent or nominee thereof. Such request shall be in writing signed by a Responsible Officer of the Borrower, shall describe the property to be released in reasonable detail and shall state that such Guarantorrelease is or will not be prohibited by the Credit Agreement, will the Note Agreement, the A-Advanced Guaranty or the Noteholder and A-Advanced Lender Guaranty and Security Agreement and a copy of which shall be automatically released: (a) delivered by the Borrower to each Secured Party. The cancellation and satisfaction of all or any part of the Secured Documents shall be without prejudice to the rights of the Collateral Agent to charge and be reimbursed for any expenditures which it may thereafter incur in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andtherewith. (b) upon Sales or other dispositions of Collateral which are prohibited by any of the liquidation Credit Agreement, the Note Agreement, the A-Advanced Guaranty or dissolution the Noteholder and A-Advanced Lender Guaranty and Security Agreement, shall require the written consent of the Collateral Agent. Such consent shall be given by the Collateral Agent (i) at the direction of the Administrative Agent (acting on behalf of and as instructed by the Required Lenders and, if required by the terms of the Credit Agreement, the Issuing Bank) in any case when such Guarantor following sale or disposition is not permitted by Credit Agreement, (ii) at the transfer direction of all the Required Second Lien Holders in any case when such sale or disposition is not permitted by the Note Agreement or the Noteholder and A-Advanced Lender Guaranty and Security Agreement. (c) The notices, statements, directions and certificates requested under or required by this Section 18 (together with any required certificate of its assets a Responsible Officer) shall be full authority for and direction to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate to execute and an Opinion of Counseldeliver the releases, each stating disclaimers, quitclaims 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 other instruments referred 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of 18. The Collateral Agent in so doing shall have no liability to any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorPerson.

Releases. The Guarantee (a) If in connection with the exercise of any Guarantor, and the Revolving Collateral Agent’s Lien remedies in respect of any ABL Collateral subject to its Revolving Liens as provided for in Section 3.1, the Revolving Collateral Agent, for itself or on behalf of any of the Collateral Revolving Secured Parties, releases any of its Liens on any part of such GuarantorABL Collateral, will then the Term Liens of the Term Collateral Agent, for itself or for the benefit of the Term Secured Parties, on such ABL Collateral shall be automatically automatically, unconditionally and simultaneously released:. The Term Collateral Agent, for itself and on behalf of the Term Secured Parties, promptly shall execute and deliver to the Revolving Collateral Agent such termination statements, releases and other documents as the Revolving Collateral Agent may request to effectively confirm such release. (ab) If in connection with any sale, lease, exchange, transfer or other disposition of any ABL Collateral (collectively, a “Disposition”) permitted under the terms of both the Revolving Documents and the Term Documents (other than in connection with the exercise of the Revolving Collateral Agent’s remedies in respect of any ABL Collateral as provided for in Section 3.1) the Revolving Collateral Agent, for itself or on behalf of any of the Revolving Secured Parties, releases any of its Revolving Liens on any part of ABL Collateral other than (A) in connection with the Discharge of Revolving Obligations or (B) after the occurrence and during the continuance of any Disposition Event of all Default under and as defined in the Term Documents, then the Term Liens of the Equity Interests or all or substantially all Term Collateral Agent on such Collateral shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and on behalf of the assets Term Secured Parties, promptly shall execute and deliver to the Revolving Collateral Agent such termination statements, releases and other documents as the Revolving Collateral Agent may request to effectively confirm such release. (c) Until the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for itself and on behalf of the Term Secured Parties, hereby irrevocably constitutes and appoints the Revolving Collateral Agent and any officer or agent of the Revolving 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 Term Collateral Agent or the Term Secured Parties or in the Revolving Collateral Agent’s own name, from time to time in the Revolving Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all action and to execute any and all documents and instruments which may be necessary or appropriate to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. (d) Until the Discharge of Revolving Obligations occurs, to the extent that the Revolving Collateral Agent or the Revolving Secured Parties (i) have released any Revolving Lien on any ABL Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then the Term Collateral Agent, for itself and for the Term Secured Parties, shall be granted a Guarantor (including by way of merger or consolidation) Lien on any such Collateral, subject, if such Collateral is ABL Collateral, to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other Lien subordination provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorAgreement.

Releases. The (a) A Note Guarantee of any Guarantor, a Subsidiary Guarantor shall be automatically and unconditionally released and discharged without the Collateral Agent’s Lien on consent of Holders of Notes and each Subsidiary Guarantor and its obligations under the Collateral of such Guarantor, Notes Guarantee will be automatically releasedreleased and discharged upon: (a1) the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the 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 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 4.07 hereof and 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 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 any Disposition the enforcement of remedies under such other Guarantee; (4) the Issuer’s exercise of 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 Equity Interests Notes or all or substantially all of otherwise) in accordance with the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions terms of this Indenture; (5) the release or discharge of the 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; andprovided 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 Person taking an equity interest in such Subsidiary is not an Affiliate of Parent (other than 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 Section 9.02; (b) upon A Note Guarantee of Parent shall be automatically and unconditionally released and discharged without the liquidation consent of Holders of Notes and the obligations of Parent under the Notes Guarantee will be released and discharged upon: (1) the Issuer’s exercise of its Legal Defeasance option or dissolution 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 such Guarantor following the transfer this Indenture or through redemption or repurchase of all of its assets to the Company Notes or another Guarantor as permitted hereunder. If otherwise) in accordance with the terms of this Indenture; (2) the release or discharge of the Guarantee of any Guarantor by, or all or substantially all direct obligation of, Parent of the assets 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. In connection with any release of a Guarantor or Guarantor, upon delivery by the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver Issuer to 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 to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the all conditions of any of clauses (a) or (b) of precedent provided for in this Section 13.05 Indenture to such release have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturecomplied with, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable Issuer in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. The Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable Note Security Documentsprovisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.07 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company capital stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in accordance with the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity applicable provisions of the released Guarantor (and/or Indenture, including without limitation Section 4.10 of the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and Collateral Agentrelieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, as applicableincluding without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Subsidiary Guarantee. (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this the Indenture as provided in this Article 13 notwithstanding 11 of the release of any other GuarantorIndenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender), this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of any Guarantor following any such termination, the Administrative Agent shall execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination. (b) At the request and sole expense of the Company, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement (provided that, if the other party to such transaction is the Company or a Subsidiary of the Company, the effect of such transaction is to cause such Subsidiary to become an Excluded Subsidiary), including any releases requested in connection with any Disposition of all such transaction pursuant to Section 7.5(z) of the Equity Interests Credit Agreement in connection with the Spin-Off, or all or substantially all such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the assets proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a Guarantor (including certification by way of merger or consolidation) to such Person that is not the Company or a Guarantor if stating that such transaction is in compliance with the Disposition does not violate Section 4.11 Credit Agreement and the other provisions of this Indenture; andLoan Documents. (bc) This Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the liquidation or dissolution occurrence and during the continuation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any Guarantor instrument or all or substantially all performance of any act by any party, at any time that the assets requirements of a Guarantor or the Equity Interests of any Guarantor Suspension Period Event are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantorno longer satisfied.

Releases. (a) The Note Guarantee of any Guarantor, a Guarantor and the Collateral Agent’s Lien on Orion Limited Guaranty shall be released automatically and all security interests granted by that Guarantor or granted in such Guarantor's Capital Stock to the Collateral of such Guarantor, will Trustee shall be automatically releasedreleased with respect to the Note Obligations: (a1) in connection with any Disposition sale or other disposition of all of the Equity Interests assets or all Capital Stock of that Guarantor or substantially all of the assets of a Guarantor Orion Power Holdings, Inc. (including by way of merger or consolidation) to such a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor Restricted Subsidiary of the Company, if the Disposition does not violate Section 4.11 and Net Proceeds of the other sale or disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof, and the Collateral Trust Agreement without limiting any other rights of the Company hereunder; (2) if the Company designates Orion Power Holdings, Inc. or any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (3) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture pursuant to Article 13 hereof; (4) upon a dissolution of that Guarantor or Orion Power Holdings, Inc. that is permitted under Section 4.14 hereof; andor (5) upon written request of the Company, if that Guarantor or Orion Power Holdings, Inc. has been or will be concurrently released from its guarantee of all other Indebtedness of the Company; provided that all Liens on the Excluded Securities issued by such Guarantor or Orion Power Holdings, Inc. securing any such Indebtedness have been or are concurrently released. (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent of an Officer’s 's Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) action or (b) of this Section 13.05 have been met with respect event giving rise to a Guarantor (the applicable release has occurred or such Collateral) was made by the Company in accordance with the provisions of this Indenture, Indenture and the Trustee and Collateral AgentTrust Agreement, as applicable, will the Trustee shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee and/or or Orion Power Holdings, Inc. from its obligations under the applicable Note Security Documents. Orion Limited Guaranty, as applicable; (c) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor12.

Releases. (a) The Notes Guarantee of any Guarantor, a Guarantor will automatically terminate and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a1) in connection with any Disposition of all of the Equity Interests upon a sale, exchange, transfer or all or substantially all of the assets of a Guarantor other disposition (including by way of merger consolidation, merger, or consolidationamalgamation) of any Capital Stock of the relevant Guarantor (whether by direct sale or 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 Guarantor (other than to such Person that is not the Company or a Guarantor Restricted Subsidiary), in each case if the Disposition such sale, exchange, transfer or other disposition does not violate this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement; (2) upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Notes in accordance with this Indenture, as provided in Article 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 4.11 and 4.13; provided that no other Indebtedness is at that time Guaranteed by the other Guarantor that would result in the requirement that the Guarantor provide a Notes Guarantee pursuant to Section 4.13; (5) pursuant to the provisions of this Indenturethe Intercreditor Agreement or any Additional Intercreditor Agreement; (6) as described under Article 9; (7) in connection with a Permitted Reorganization; andprovided 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) upon the liquidation or dissolution The Trustee shall, subject to receipt of such Guarantor following the transfer an Opinion of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, Counsel and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate pursuant to this Indenture, take all necessary actions at the reasonable request and an Opinion of Counsel, each stating and certifying the identity cost of the released Guarantor (and/or Company, including the applicable Collateral)granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, the basis for to effectuate any release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Each of the provisions of this Indenture, releases set forth above shall be effected by the Trustee without the consent of the Holders and Collateral Agent, as applicable, will execute not require any documents reasonably requested by other action or consent on the part of the Trustee. Neither the Trustee nor the Company that are necessary or advisable in order will be required to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, make a notation on the Notes and for the other obligations (including the Note Obligations) of to reflect any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantorsuch release, termination or discharge.

Releases. The Guarantee (a) At such time as the Loans, the Reimbursement Obligations and the other Borrower Credit Agreement Obligations (other than Obligations in respect of Specified Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, 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 Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any Guarantorinstrument 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 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) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Collateral Agent’s Lien , 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 for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor 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 Collateral Agent, at least two Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. (c) If any Grantor shall enter into a Receivables Financing pursuant to which all or any of such GuarantorGrantor’s Receivables, will participation interests in such Receivables or Gift Shop Assets are to be automatically released: (a) sold or pledged as collateral, then the Receivables, Related Security and Gift Shop Assets of such Grantor that are the subject of such Receivables Financing shall immediately and without further act be released from the Liens created hereby to the extent that the aggregate outstanding amount of the purchase price or loan from the applicable lenders or investors under all Receivables Financings at any time does not exceed $500,000,000. Such Grantor is authorized to file appropriate UCC-3 financing statement amendments in form reasonably satisfactory to the Collateral Agent reflecting any such release. At the request and sole expense of the Borrower in connection with any Disposition such release, the Collateral Agent shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release, including the delivery of all a confirmation of such release to any applicable financing party or trustee. The Borrower notifies the Collateral Agent that, as of the Equity Interests or all or substantially all date hereof, the Grantors identified on Annex 2 hereto are parties to the Existing Receivables Facility pursuant to which the Receivables, Related Security, Collections and Gift Shop Assets of such Grantors are not included in the Collateral pursuant to clauses (v) and (vi) of the assets final paragraph of Section 2. The Collateral Agent acknowledges that the Receivables and Gift Shop Assets of such Grantors that are disposed of or subject to a Guarantor (including by way of merger or consolidation) Lien in connection with the Existing Receivables Financing are not subject to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions Liens of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorAgreement.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, Guarantor will be automatically released: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests Capital Stock or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the sale or other Disposition does not violate Section 4.11 and any of the other provisions of this Indenture; andor (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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)Guarantor, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 16.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsGuarantee. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 16.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 XVI notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of After the Release 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 Equity Interests Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all or substantially all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the assets of a Guarantor (including Administrative Agent shall deliver to the such Grantor any Collateral held by way of merger or consolidation) the Administrative Agent hereunder, and execute and deliver to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andGrantor such documents as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral or dissolution any Mortgaged Property (as defined in any Mortgage) shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor, without any representation or warranty by the transfer of Administrative Agent, all of its assets to releases or other documents reasonably necessary or desirable for the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all release of the assets Liens created hereby on such Collateral or Mortgaged Property. At the request and sole expense of the Company, Holdings and a Guarantor or Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of any Guarantor are sold Holdings and such Subsidiary Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, Credit Agreement; PROVIDED that the Company shall deliver have delivered to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of CounselAdministrative Agent, each stating and certifying at least ten Business Days prior to the identity date of the released Guarantor (and/or the applicable Collateral)proposed release, the basis a written request for release identifying the relevant Subsidiary Grantor and the terms of the sale or other disposition in reasonable detail detail, including the price thereof and that such release complies any expenses in connection therewith, together with this Indenture. Upon delivery a certification by the Company to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect stating that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) transaction is in accordance compliance with the provisions of this Indenture, the Trustee Credit Agreement and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee (a) Upon the Discharge of Obligations, this Agreement and the Liens granted hereby (including any Guarantorirrevocable licenses granted to the Administrative Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person, and the Collateral Administrative Agent shall promptly (and each Secured Party, by its authorization of the Administrative Agent’s Lien on entering into this Agreement, hereby authorizes the Collateral Administrative 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 Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and each Secured Party, by its authorization of the Administrative Agent’s entering into this Agreement, hereby authorizes the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor, will be automatically released:’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (ab) in connection with In the event that any Disposition Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Equity Interests Capital Stock or all or substantially all of the assets of any Grantor to a Guarantor (including by way of merger or consolidation) to such Person that is not (and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Company Credit Agreement, the Liens created hereunder in respect of such Capital Stock or assets (including any irrevocable licenses granted to the Administrative Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative 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 of Liens hereunder in respect of such Capital Stock or assets. In the event that any Capital Stock or other asset (including Mortgaged Property) constituting Collateral has become, or is becoming, an Excluded Asset, then, at the request of any Grantor and at such Grantor’s expense, the Administrative Agent agrees to promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such action and execute such documents (including Mortgage Release 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 and release of) the Liens created hereunder in respect of such assets. In the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor if 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 Mid-Holdings elects that any Discretionary Guarantor that would otherwise constitute an Excluded Subsidiary cease to be a Discretionary Guarantor), the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution Guarantee Obligations created hereunder in respect of such Guarantor following (and all Liens granted by such Guarantor hereunder) shall automatically terminate and be released, without the transfer of all of its assets to requirement for any further action by any Person and the Company or another Guarantor as permitted hereunder. If Administrative Agent shall promptly (and the Guarantee of any Guarantor or all or substantially all Secured Parties, by their authorization of the assets of a Guarantor or Administrative Agent’s entering into this Agreement, hereby authorize the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (aAdministrative Agent to) or (b) above, take such actions and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any such documents as may be reasonably requested by the Company that are necessary or advisable in order such Guarantor and at such Guarantor’s expense to further document and evidence the such termination and release of such Guarantor from its obligations under its Liens and such Guarantor’s Guarantee and/or the applicable Note Security DocumentsObligations hereunder. Any Guarantor not released from its obligations under its Guarantee as provided representation, warranty or covenant contained in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumAgreement relating to any such Capital Stock, if any, on the Notes and for the other obligations (including the Note Obligations) asset or Subsidiary of any Guarantor under 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 Administrative Agent pursuant to this Indenture as provided in this Article 13 notwithstanding Section 9.15 shall be without recourse to, or warranty by, the release of any other GuarantorAdministrative Agent.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of Loans, the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Reimbursement Obligations and the other provisions Obligations (other than Obligations in respect of Lender Swap Contracts or Cash Management Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Indenture; andAgreement 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 as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all release of the assets Liens created hereby on such Collateral. At the request and sole expense of the Company, a Guarantor or shall be released from its obligations hereunder in the event that all the Equity Interests of any such Guarantor are sold shall be sold, transferred or otherwise disposed of in a transaction permitted by the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, Credit Agreement; provided that the Company shall deliver have delivered to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of CounselAdministrative Agent, each stating and certifying at least three Business Days prior to the identity date of the released Guarantor (and/or the applicable Collateral)proposed release, the basis a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail detail, including the price thereof and that such release complies any expenses in connection therewith, together with this Indenture. Upon delivery a certification by the Company to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect stating that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) transaction is in accordance compliance with the provisions of this Indenture, the Trustee Credit Agreement and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. (a) The Note Guarantee and all other obligations under this Indenture of any Guarantor, a Guarantor will terminate and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: : (a) in connection with any Disposition of all of the Equity Interests a sale or all or substantially all of the assets of a Guarantor other disposition (including by way of consolidation or merger or consolidationotherwise) of the Guarantor or the sale or other disposition of all or substantially all the assets of the Guarantor (other than to such Person that is not the Company or a Guarantor if the Disposition Restricted Subsidiary) in connection with a transaction or circumstance that does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon a disposition of the majority of the Capital Stock of the Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is no longer a Restricted Subsidiary; or (c) upon a liquidation or dissolution of such the Guarantor following the transfer of all of so long as no Default occurs as a result thereof, if its assets are distributed to the Company or another Guarantor; (d) in connection with the designation by the Company in accordance with this Indenture of the Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor an Unrestricted Subsidiary or the Equity Interests Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with this Indenture; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of any Guarantor are sold or disposed of in the manner described in clauses (a) or this Indenture pursuant to Article XI hereof. (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) such sale or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) other disposition was made in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or such Note Guarantee is to be released pursuant to the provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such any Guarantor from all of its obligations under its Note Guarantee and/or the applicable Note Security Documentsand this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in Obligations it has guaranteed pursuant to this Article 13 notwithstanding the release of any other Guarantor.X.

Releases. The Guarantee (a) Upon the Discharge of Obligations, this Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any Guarantorfurther action by any Person, and the Administrative Agent and Collateral AgentAgent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s Lien on expense to further document and evidence such termination and release, and the Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and Collateral of Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor, will be automatically released:’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (ab) in connection with In the event that any Disposition Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Equity Interests Capital Stock or all or substantially all of the assets of any Grantor to a Guarantor (including by way of merger or consolidation) to such Person that is not (and is not required hereunder to become) a Grantor hereunder, or any Capital Stock or asset is or becomes an Excluded Asset, in each case in a transaction permitted under the Company Credit Agreement, the security interests created hereunder in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Collateral 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 of security interests hereunder in respect of such Capital Stock or assets, and, in the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor if would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution Guarantee Obligations created hereunder in respect of such Guarantor following the transfer of (and all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and security interests granted by such Guarantor (or as the context may require, Collateralhereunder) is shall automatically terminate and be released, without the Company shall deliver to requirement for any further action by any Person and the Trustee Administrative Agent and the Collateral Agent an Officer’s Certificate shall promptly (and an Opinion of Counsel, each stating the Secured Parties hereby authorize the Administrative Agent 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 to the Trustee and Collateral Agent of an Officer’s Certificate to) take such action 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any such documents as may be reasonably requested by the Company that are necessary or advisable in order such Guarantor and at such Guarantor’s expense to further document and evidence the such termination and release of such Guarantor from its obligations under its security interests and such Guarantor’s Guarantee and/or the applicable Note Security DocumentsObligations hereunder. Any Guarantor not released from its obligations under its Guarantee as provided representation, warranty or covenant contained in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumAgreement relating to any such Capital Stock, if any, on the Notes and for the other obligations (including the Note Obligations) asset or subsidiary of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorGrantor 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.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition (i) of all of the Equity Interests or all or substantially all of the properties or assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not the Company (either before or after giving effect to such transactions) Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the Capital Stock of any Guarantor if after which the Disposition applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, 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 Section 4.11 and the other applicable provisions of this Indenture; andSection 4.10 hereof. (b) Upon designation of 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; provided, 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) 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 Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the 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 following the transfer will be relieved of any obligations under its Note Guarantee and all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 other Obligations under this Indenture. . (f) Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 10.05 for a release have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturesatisfied, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from and all of its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor Obligations under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorIndenture.

Releases. (a) The Subsidiary Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will a Guarantor shall be automatically releasedreleased automatically: (a1) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a that Guarantor (including by way of merger or consolidation) to such a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) 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 Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of 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 that is permitted under this Supplemental Indenture; or (5) 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 Disposition does not violate Section 4.11 and 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 Guarantor’s Guarantee of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all other provisions Indebtedness for borrowed money of this Indenturethe 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; andor (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) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the The Subsidiary Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver be released with respect to the Trustee Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and Collateral Agent an Officer’s Certificate discharge of this Supplemental Indenture pursuant to Articles 8 and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor 11 hereof. (and/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. c) Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) action or (b) of this Section 13.05 have been met with respect event giving rise to a Guarantor (the applicable release has occurred or such Collateral) was made by the Company in accordance with the provisions of this Indenture, Supplemental Indenture the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and of, premium, if any, on and interest on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this the Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee (a) Upon the request of the Borrower in connection with any Guarantor, and Asset Sale (other than in connection with the exercise of the Collateral Agent’s Lien on rights and remedies in respect of the Collateral of such Guarantorprovided for in Section 3) by the Borrower, will be automatically released: (a) in connection with any Disposition to the extent permitted by the terms of all of the Equity Interests Transaction Documents, or all in connection with the disposal of any Excluded Collateral, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents (including UCC termination statements) as the Borrower may reasonably request to evidence and effectuate the irrevocable and concurrent release of any Lien granted under any of the Collateral Documents in any Collateral being disposed of in connection with such Asset Sale or substantially Excluded Collateral transaction; provided that in each case the Borrower shall have delivered to each Collateral Agent and each Secured Debt Representative, at least 10 Business Days, or such lesser period of time as the Collateral Agent or each Secured Debt Representative may agree, prior to the date of the proposed release, a written request for release identifying (generally) the relevant Collateral and the provisions under the Transaction Documents which permit such Asset Sale, together with a certification by the Borrower stating that such Asset Sale or Excluded Collateral transaction is in compliance with the terms of all of the assets Transaction Documents and that the proceeds of a Guarantor (including by way such Asset Sale will be applied in accordance with the terms of merger or consolidation) to the Transaction Documents. The Borrower shall provide the Collateral Agent and each Secured Debt Representative with all information as such Person that is may reasonably request to verify the accuracy of such certification. The Collateral Agent shall not the Company or a Guarantor if the Disposition does not violate Section 4.11 be required to deliver any such release documents until its (and the other provisions of this Indenture; andits legal counsel) expenses have been paid in connection therewith. (b) Upon the Discharge Date, all rights to the Collateral shall revert to the Borrower, and, upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all written request of the assets 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, and such Guarantor (or as the context may require, Collateral) is releasedBorrower, the Company shall Collateral Agent will, at the Borrower’s expense, (i) promptly cause to be transferred and delivered, without any recourse, warranty or representation whatsoever, any Collateral and any proceeds received in respect thereof, (ii) execute and deliver to the Trustee Borrower such UCC termination statements and Collateral Agent an Officer’s Certificate other documentation as the Borrower may reasonably request to effect the termination and an Opinion of Counsel, each stating and certifying the identity release of the released Guarantor Liens on the Collateral and (and/or the applicable Collateral), the basis for release in reasonable detail iii) execute and that such release complies with this Indenture. Upon delivery by the Company deliver to the Trustee Borrower such other documentation as the Borrower may reasonably request to affect the termination of the Borrower’s and Collateral Agent of an Officerthe Pledgor’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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under the Transaction Documents to which it is a party (other than any such obligation which is intended by its Guarantee and/or terms to survive the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorDischarge Date).

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) When all Obligations have been paid in connection with any Disposition of 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 than those expressly stated to survive such termination) of the Equity Interests 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. The Liens securing the Notes Obligations will be released, in whole or substantially all in part, as provided in Section 11.02 and Section 11.07 of the assets Indenture. The Liens securing Additional Pari Passu Liens Obligations of a Guarantor (including by way of merger any series will be released, in whole or consolidation) to in part, as provided in the Additional Pari Passu Agreement governing such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andobligations. (b) upon At any time that a Grantor desires that the liquidation Collateral Agent take any action to acknowledge or dissolution give effect to any release of such Guarantor following the transfer of all of its assets Collateral pursuant to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveforegoing Section 8.14(a), and such Guarantor (or as the context may require, Collateral) is released, the Company Grantor shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumrelevant subagent, if any, on the Notes and for the other obligations (including the Note Obligationsdesignated hereunder) a certificate signed by an officer of any Guarantor under this Indenture as provided in this Article 13 notwithstanding 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, upon which the Collateral Agent may conclusively rely. The Collateral Agent shall have no liability whatsoever to any other GuarantorSecured Party as the result of any release of Collateral in accordance with, or which the Collateral Agent believes to be in accordance with, this Section 8.14.

Releases. The Guarantee of any Guarantor, (a) This Agreement and the security interest of the Foreign Facility Secured Parties in the Collateral provided hereunder shall terminate upon the Full Payment of the Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection in each case as to which no claim has been asserted or is reasonably expected to be asserted), at which time the Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents which the Grantors shall reasonably request from time to time to evidence such termination; provided, however, that that Agent shall not be obligated to execute or deliver such termination statements or similar documents with respect to any U.S. Facility Obligor until the Full Payment of all of the Foreign Facility Obligations and of all of the U.S. Facility Obligations (in each case other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection in each case as to which no claim has been asserted or is reasonably expected to be asserted). Any execution and delivery of termination statements or documents pursuant to this Section 9.24(a) shall be without recourse to or warranty by the Agent’s Lien on . (b) A Guarantor shall automatically be released from its obligations hereunder and the security interest of the Foreign Facility Secured Parties in the Collateral of such Guarantor, will Guarantor shall be automatically released: (a) released in connection with any Disposition of the event that all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any such Guarantor are sold shall be sold, transferred or otherwise disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) person that is not an Affiliate of a Borrower in accordance with the provisions terms of the Credit Agreement; provided that the Required Lenders (or, if required by the terms of the Credit Agreement, such greater percentage of the Lenders specified in the Credit Agreement) shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. The security interest of the Foreign Facility Secured Parties in any Collateral that is sold, transferred or otherwise disposed of in accordance with this IndentureAgreement, the Trustee Credit Agreement and the other Loan Documents (including pursuant to a waiver or amendment of the terms thereof) shall automatically terminate and be released, and such Collateral Agentshall be sold free and clear of the security interest created hereby. In connection with any of the foregoing, the Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents (including any such documents as applicable, will execute may be reasonably necessary in connection with the entry into by any Grantor of a Specified Vendor Receivables Financing) that the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents reasonably requested pursuant to this Section 9.24(b) shall be without recourse to or warranty by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorAgent.

Releases. The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically releasedreleased and such Guarantor will be relieved of any Obligations under its Note Guarantee: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including that Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor Restricted Subsidiary of the Company, if the Disposition sale or other disposition does not violate Section 4.11 and the other provisions of this Indenture; and4.10 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 the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; (d) upon the liquidation release or dissolution discharge of the Guarantee of such Guarantor following under the transfer Credit Facilities, except a discharge or release of all the Guarantee by or as a result of its assets payment under such Guarantee (it being understood that if any such Guarantor is so reinstated under the Credit Facilities, such Guarantor’s guarantee shall also be reinstated); or (e) 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. Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. None of the Trustee, the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor will be required to make a notation on the Notes or all the Note Guarantees to reflect any such release, termination or substantially all discharge. Upon request of the assets 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, Company and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of any of clauses (a) or (b) of a Guarantor under this Section 13.05 have 10.05 has been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturemet, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such a Guarantor from its obligations under its Guarantee and/or Note Guarantee. In connection with any release under clauses (a) and (b) above, the Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable Note Security Documentsprovisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest and Additional Interest, if any, on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral AgentTrustee’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests Capital Stock or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 4.10 and the other provisions of this Indenture; and; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent Trustee of an Officer’s Officers’ 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral AgentTrustee, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. (a) The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, Guarantees will be automatically released: (a1) in connection with any Disposition of all respect to a Guarantor, upon the sale or disposition (including through merger, consolidation, amalgamation or other combination) or conveyance, transfer or lease of the Equity Interests Capital Stock, or all or substantially all of the assets assets, of a the Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor Holding Company thereof) if such sale is made in compliance either with Sections 4.10 or Section 5.01 hereof (and, in the Disposition does not violate Section 4.11 latter instance, such covenant authorizes such release); (2) as provided in the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided in Article 8 or 12 hereof, in each case, in accordance with the other provisions 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; andor (6) with respect to a Guarantor, as described under Section 9.02 hereof. (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets Upon any occurrence giving rise to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets a release of a Guarantor or Guarantee as specified above and the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to Issuer of the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an the Opinion of Counsel pursuant 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture13.03 hereof, the Trustee and Collateral or the Security Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release or effect such release, discharge and termination in respect of such Guarantee. Neither the Issuer nor any Guarantor from its obligations under its Guarantee and/or will be required to make a notation on the applicable Note Security Documents. Notes to reflect any such release, termination or discharge. (c) Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on interest and Additional Amounts, if any, on, the Notes and for the other obligations (including the Note Obligations) Obligations of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Indenture Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Indenture Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Indenture Guarantee. (c) Upon Legal 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 Indenture Guarantee. Any Guarantor not released from its obligations under its Indenture Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee (a) This Agreement and the security interest of any Guarantorthe Secured Parties on the Collateral provided hereunder shall terminate when all the Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been paid in full and the Lenders have no further commitment to lend, at which time the Collateral Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents which the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 9.23(a) shall be without recourse to or warranty by the Collateral Agent’s Lien on . (b) A Guarantor shall automatically be released from its obligations hereunder and the security interest of the Secured Parties in the Collateral of such Guarantor, will Guarantor shall be automatically released: (a) released in connection with any Disposition of the event that all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any such Guarantor are sold shall be sold, transferred or otherwise disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) to a person that is released, the Company shall deliver to the Trustee and Collateral Agent not an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity Affiliate 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 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 Guarantor (or such Collateral) Borrower in accordance with the provisions terms of the Credit Agreement; provided that the Required Lenders (or, if required by the terms of the Credit Agreement, such greater percentage of the Lenders specified in the Credit Agreement) shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. The security interest of the Secured Parties in any Collateral that is sold, transferred or otherwise disposed of in accordance with this IndentureAgreement, the Trustee Credit Agreement and the other Loan Documents (including pursuant to a waiver or amendment of the terms thereof) shall automatically terminate and be released, and such Collateral shall be sold free and clear of the security interest created hereby. In connection with any of the foregoing, the Collateral Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents (including any such documents as may be reasonably necessary in connection with the entry into by any Grantor of a Specified Vendor Receivables Financing) that the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 9.23(b) shall be without recourse to or warranty by the Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. (a) The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically released: (a1) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a that Guarantor (including by way of merger or consolidation) to such a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Issuer; (2) in connection with any sale or other disposition of all of the Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer; (3) if the Disposition does not violate Section 4.11 and Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the other applicable provisions of this Indenture; and; (b4) 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 or dissolution of such Guarantor following the transfer of all of its assets to the Company Issuer or another Guarantor as permitted hereunder. If Guarantor; (5) at the election of the Issuer, upon or after the release or discharge of the Guarantee of any Guarantor or all or substantially all of the assets 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, and by such Guarantor (or as under the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral AgentExisting 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 execute any documents reasonably requested by also be reinstated to the Company extent that are necessary or advisable in order such Guarantor would then be required to evidence provide a Note Guarantee pursuant to this Indenture); provided that after giving effect to the release of the Note Guarantee of such Guarantor from its obligations under its this clause (5) (and all other substantially concurrent releases of Guarantees made by such Guarantor), such Guarantor does not Guarantee and/or the Existing Credit Agreement or any 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 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 Note Security Documents. supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor; or (7) upon legal defeasance in accordance with Article 8 or satisfaction and discharge in accordance with Article 11. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will 10.04 shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any such Guarantor under this Indenture as provided in and subject to any limitations contained in this Article 13 notwithstanding 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 any other Guarantorthe applicable Note Guarantee.

Releases. The Guarantee (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 Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any Guarantorinstrument 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 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) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Collateral Agent’s Lien on , at the request and sole expense of such Grantor, shall execute and deliver to such Grantor, without any representation or warranty by the Collateral Agent, all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such GuarantorCollateral. At the request and sole expense of the Borrower, will a Subsidiary Grantor shall be automatically released: (a) released from its obligations hereunder in connection with any Disposition of the event that all of the Equity Interests or all or substantially all of the assets of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of in a Guarantor (transaction permitted by the Credit Agreement; provided, that, the Borrower shall have delivered to the Collateral Agent, 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 in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by way of merger or consolidation) to the Borrower stating that such Person that transaction is not in compliance with the Company or a Guarantor if the Disposition does not violate Section 4.11 Credit Agreement and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Loan Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor any Guarantor, (including by way of merger or consolidation) or a sale or other disposition of all of the Capital Stock of any Guarantor to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Guarantee. (b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) 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 Guarantee. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) Notwithstanding anything to the contrary contained in the Credit Agreement, herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of all Property permitted by the Loan Documents, the Administrative Agent shall (without notice to or vote or consent of any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or any other Secured Party) take such actions as shall be required to release the Security Interest in any Collateral being Disposed of in such Disposition, and to release any guarantee obligations of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents, provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the Equity Interests or all or substantially all proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the assets terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any estimated expenses in connection therewith, together with a Guarantor (including certification by way of merger or consolidation) to the Borrower stating that such Person that transaction is not in compliance with the Company or a Guarantor if the Disposition does not violate Section 4.11 Credit Agreement and the other provisions Loan Documents and that the proceeds of this Indenture; andsuch Disposition will be applied in accordance with the Credit Agreement and the other Loan Documents. (b) upon If any of the liquidation or dissolution Collateral shall be Disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be Disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the Disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including Loan Documents and that the Note Obligations) Proceeds of any Guarantor under this Indenture as provided such Disposition will be applied in this Article 13 notwithstanding the release of any other Guarantoraccordance therewith.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee (a) In the event of a sale or other disposition of all of the assets of any Guarantor, and by way of merger, consolidation or otherwise, or a sale or other disposition of all the Collateral Agent’s Lien on the Collateral capital stock of such any Guarantor, will be automatically released: in each case to a Person that is not (aeither before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in connection with any Disposition the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor (including by way such Guarantor) will be released and relieved of merger any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or consolidation) to such Person that is not other disposition are applied in accordance with the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other applicable provisions of this the Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all , including without limitation Section 4.10 of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Subsidiary Guarantee. (b) A Guarantor shall be automatically and unconditionally released and discharged of its Subsidiary Guarantee and/or and its obligations in respect of this Indenture and the applicable Note Security Documents. Notes without any action required on the part of the Trustee or any Holder of Notes at such time as such Guarantor’s guarantee or joint and several liability with respect to all Other Senior Subordinated Debt Securities of the Company is released or discharged, or, at the Company’s option, if the Guarantor is not a guarantor of or jointly and severally liable with respect to any Other Senior Subordinated Debt Securities. (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this the Indenture as provided in this Article 13 notwithstanding 11 of the release of any other GuarantorIndenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) shall be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor shall be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor shall be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will 11.05 shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The A Subsidiary Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged, without further action required on the part of any the Subsidiary Guarantor, and the Collateral Agent’s Lien on the Collateral Trustee or any Holder of such Guarantor, will be automatically releasedNotes: (a) in connection with any Disposition upon the sale or other disposition (including by way of all merger, consolidation, dividend distribution or otherwise) of the Equity Interests Capital Stock of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or the sale, exchange, transfer or other disposition of all or substantially all of the assets of the Subsidiary Guarantor to a Guarantor (including by way of merger or consolidation) to such Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor if Subsidiary of the Disposition Company, so long as such sale or other disposition does not violate Section 4.11 and the other provisions of this Indenture; and8.1; (b) upon the liquidation merger or dissolution consolidation of such any Subsidiary Guarantor following the transfer of all of its assets to with and into the Company or another Subsidiary Guarantor as permitted hereunder. If (but, for the avoidance of doubt, the Subsidiary Guarantee of any such other Subsidiary Guarantor shall not be so released) or all or substantially all upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the applicable provisions of the assets Indenture; (c) upon release or discharge of the Indebtedness or guarantee of Indebtedness by such Subsidiary Guarantor that resulted in the creation of such Subsidiary Guarantee except a release or discharge 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 clause (c)); provided that at the time of such release or discharge, such Subsidiary Guarantor is not then a guarantor or the Equity Interests an obligor in respect of any other Indebtedness that would require it to provide a Subsidiary Guarantee of the Notes under the Indenture; (d) the release or discharge of such Subsidiary Guarantor are sold or disposed of in the manner described in clauses (a) or (b) abovefrom its guarantee, and of all pledges and security, if any, granted by such Subsidiary Guarantor (in connection with the Credit Agreement, except a release or discharge 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 context may requirepurposes of this clause (d)); provided that at the time of such release or discharge, Collateralsuch Subsidiary Guarantor is not then a guarantor or an obligor in respect of any other Indebtedness that would require it to provide a Subsidiary Guarantee of the Notes under the Indenture; (e) is released, upon such Subsidiary Guarantor becoming an Unrestricted Subsidiary; (f) upon the Company shall deliver to 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 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) exercising its legal defeasance option or (b) of this Section 13.05 have been met its covenant defeasance option with respect to a Guarantor (the Notes as described under Section 14.02 of the Base Indenture or such Collateral) Section 9.1 or if its obligations under the Indenture with respect to the Notes are discharged in accordance with the provisions terms of this the Indenture, ; or (g) pursuant to Article 10 of the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorBase Indenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Revolving Loans and the other provisions Obligations (other than contingent or indemnification obligations not then asserted or due) shall have been indefeasibly paid in full in cash, the Collateral Agent shall take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document and this Agreement and all obligations (other than those expressly stated to survive such termination) of this Indenture; andthe Collateral 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 Collateral Agent shall assign, transfer and 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) upon If any of the liquidation Collateral shall be sold, transferred or dissolution of otherwise Sold by any Grantor in a transaction permitted by the Credit Agreement other than to another Grantor, then (i) the security interest in any such Guarantor following the transfer of all of its assets Collateral shall be automatically released to the Company extent that such Sale does not (x) pertain to Voting Stock of the Borrower or another any Subsidiary Guarantor as permitted hereunder. If or other Collateral in the Guarantee possession of the Collateral Agent or (y) involve the filing of amendments to or termination of any Guarantor financing statement or all or substantially all mortgage in favor of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity on behalf of the released Guarantor Secured Parties and (and/or ii) the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicableat the request and sole expense of such Grantor, will shall execute any and deliver to such Grantor all releases or other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee hereunder in the event that all the Voting Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise Sold in a transaction permitted by the Credit Agreement and the Collateral Agent will assign, transfer and deliver to the Borrower Agent such of the applicable Collateral concerning such Voting Stock as provided may then be in this Section 13.05 will remain liable for possession of the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorCollateral Agent.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor any Guarantor, (including by way of merger or consolidation) or a sale or other disposition of all of the Capital Stock of any Guarantor to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Guarantee. (b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal 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 Guarantee. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. (a) The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically and unconditionally released: (a1) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) Holdings, the Company or a Guarantor if Restricted Subsidiary of Holdings; provided that the Disposition does not violate Section 4.11 and Net Proceeds of such sale or other disposition are applied in accordance with the other applicable provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 Indentureincluding without limitation Section 4.11 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.11 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee; (2) if Holdings designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (3) upon Legal Defeasance and Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; and (4) upon the release of any Guarantor of all of its guarantees of any Credit Facility, including any Note Security Documents. Guarantee created pursuant to Section 4.20 hereof. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection Concurrently with any Disposition sale of assets (including, if applicable, all of the Equity Interests or Capital Stock of a Guarantor), all or substantially all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of a Guarantor (including by way of merger an Asset Sale, the Net Proceeds from such sale or consolidation) to such Person that is not other disposition are treated in accordance with the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of Section 4.10 of this Indenture; and Indenture (b) upon it being understood that only such portion of the liquidation Net Proceeds as is required to be applied on or dissolution before the date of such Guarantor following sale or other disposition in accordance with the transfer terms of all of its assets this Indenture needs to the Company or another Guarantor as permitted hereunderbe applied in accordance therewith at such time). If the Guarantee of any Guarantor assets sold in such sale or other disposition include all or substantially all of the assets of a Guarantor or all of the Equity Interests Capital Stock of any a Guarantor, then the Guarantor are sold or disposed of (in the manner described in clauses (aevent of a sale or other disposition of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released from and relieved of its obligations under this Indenture and its Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of this Indenture (it being understood that only 77 such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time). Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guarantor, as the case may be, in accordance with the provisions of this Indenture, including, without limitation, Section 4.10 of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under this Indenture and its Guarantee made pursuant hereto. If the Guarantor is not released from its obligations under its Guarantee, it shall remain liable for the full amount of principal of and interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture. (b) aboveUpon the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture or upon the release of a Guarantor from its Guarantees of, and all pledges and security interests granted in connection with, all other Indebtedness of the Company or any of their Restricted Subsidiaries, such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee be released and Collateral Agent an Officer’s Certificate and an Opinion relieved 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 its obligations under this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guarantor as an Unrestricted Subsidiary was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.07 hereof, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsGuarantee. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release 10. (c) Each Guarantor shall be released and relieved of any other Guarantorits obligations under this Indenture in accordance with, and subject to, Section 4.18 hereof.

Releases. (a) The Guarantee ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any GuarantorABL Priority Collateral pursuant to the terms of the ABL Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to any of the Term Claimholders. (b) The Term Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Term Priority Collateral pursuant to the terms of the Term Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to any of the ABL Claimholders. - 38 - WEIL:\96331350\2\35899.0561 (c) If, in connection with an Enforcement Action by the ABL Agent as provided for in Section 3, or any action by the ABL Agent that would have otherwise constituted an Enforcement Action but for the fact that the ABL Priority Collateral that is the subject thereof is not material, the ABL Agent releases any of its Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law), then the Liens of the Term Agent on such part of the ABL Priority Collateral, shall be automatically, unconditionally and simultaneously released. (d) If, in connection with an Enforcement Action by the Term Agent as provided for in Section 3, or any action by the Term Agent that would have otherwise constituted an Enforcement Action but for the fact that the Term Priority Collateral Agent’s Lien that is the subject thereof is not material, the Term Agent releases any of its Liens on any part of the Term Priority Collateral (or such Liens are released by operation of law), then the Liens of the ABL Agent on such part of the Term Priority Collateral, shall be automatically, unconditionally and simultaneously released. (e) If in connection with an Enforcement Action by the Term Agent as provided in Section 3, the Term Agent releases its Liens on the Equity Interests in any Grantor and also releases its Liens on the Collateral of such GuarantorGrantor, will then the Liens of the ABL Agent on such Equity Interests and all such Collateral of such Grantor (whether ABL Priority Collateral or Term Priority Collateral) shall be automatically automatically, unconditionally and simultaneously released:; provided, however, that in the case of this paragraph (e) only, the Term Agent shall remit to the ABL Agent out of the proceeds of such Enforcement Action an amount equal to the value of any ABL Priority Collateral of such Grantor calculated in accordance with Section 4.1(e) hereof. (af) If, in connection with any Disposition of all any ABL Priority Collateral (other than an ABL Default Disposition) permitted under the terms of the Equity Interests ABL Documents and permitted under the terms of the Term Documents, the ABL Agent releases any of its Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, then the Liens of the Term Agent on such portion of ABL Priority Collateral shall be automatically, unconditionally and simultaneously released. (g) If, in connection with any Disposition of any Term Priority Collateral (other than a Term Default Disposition) permitted under the terms of the Term Documents and permitted under the terms of the ABL Documents, the Term Agent releases any of its Liens on the portion of the Term Priority Collateral that is the subject of such Disposition, then the Liens of the ABL Agent on such portion of Term Priority Collateral shall be automatically, unconditionally and simultaneously released. (h) In the event of any private or public Disposition of all or substantially all any portion of the assets ABL Priority Collateral by one or more Grantors with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Default (and prior to the Payment in Full of ABL Priority Debt), which Disposition is conducted by such Grantors with the consent of the ABL Agent in connection with good faith efforts by the ABL Agent to collect the ABL Debt through the Disposition of ABL Priority Collateral (any such Disposition, an “ABL Default Disposition”), then the Liens of the Term Agent on such ABL Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) the ABL Agent also releases its Liens on such ABL Priority Collateral, (ii) the Term Agent’s Lien continues to attach to the proceeds of such ABL Default Disposition to the extent not used to repay ABL Priority Debt, and (iii) the proceeds of any such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were proceeds received in connection with an Enforcement Action). (i) In the event of any private or public Disposition of all or any portion of the Term Priority Collateral by one or more Grantors with the consent of the Term Agent after the occurrence and - 39 - WEIL:\96331350\2\35899.0561 during the continuance of a Guarantor Term Default (including and prior to the Payment in Full of Term Priority Debt), which Disposition is conducted by way such Grantors with the consent of merger the Term Agent in connection with good faith efforts by the Term Agent to collect the Term Debt through the Disposition of Term Priority Collateral (any such Disposition, a “Term Default Disposition”), then the Liens of the ABL Agent on such Term Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) the Term Agent also releases its Liens on such Term Priority Collateral, (ii) the ABL Agent’s Lien continues to attach to the proceeds of such Term Default Disposition to the extent not used to repay Term Priority Debt, and (iii) the proceeds of any such Term Default Disposition are applied in accordance with Section 4.1(c) (as if they were proceeds received in connection with an Enforcement Action). (j) To the extent that the Liens of the Term Agent in and to any ABL Priority Collateral are to be released as provided in this Section 5.1: (i) the Term Agent shall promptly, upon the written request of the ABL Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the ABL Agent may reasonably request in connection with such Disposition to evidence and effectuate such release; provided that any such release or consolidationUCC amendment by the Term Agent shall not extend to or otherwise affect any of the rights, if any, of the Term Agent to the proceeds from any such Disposition of any Collateral; (ii) from and after the time that the Liens of the Term Agent in and to such Person that is not ABL Priority Collateral are released, the Company Term Agent shall be automatically and irrevocably deemed to have authorized the ABL Agent or a Guarantor if its designee to file UCC amendments releasing the ABL Priority Collateral subject to such Disposition; (iii) the Term Claimholders shall be deemed to have consented under the Term Documents to such Disposition does not violate Section 4.11 and to the other provisions same extent as the consent of this Indenturethe ABL Claimholders; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateraliv) in accordance with the provisions of this Indentureapplicable law, the Trustee Liens of the Term Agent shall automatically attach to any proceeds of any Collateral subject to any such Disposition to the extent not used to repay ABL Debt. (k) To the extent that the Liens of the ABL Agent in and to any Term Priority Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not be released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for 5.1: (i) the full amount ABL Agent shall promptly, upon the written request of principal the Term Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Term Agent may reasonably request in connection with such Disposition to evidence and interest and premiumeffectuate such release; provided that any such release or UCC amendment by the ABL Agent shall not extend to or otherwise affect any of the rights, if any, of the ABL Agent to the proceeds from any such Disposition of any Collateral; (ii) from and after the time that the Liens of the ABL Agent in and to such Term Priority Collateral are released, the ABL Agent shall be automatically and irrevocably deemed to have authorized the Term Agent or its designee to file UCC amendments releasing the Collateral subject to such Disposition; (iii) the ABL Agent shall be deemed to have consented under the ABL Documents to such Disposition to the same extent as the consent of the Term Claimholders; and - 40 - WEIL:\96331350\2\35899.0561 (iv) in accordance with the provisions of applicable law, the Liens of the ABL Agent shall automatically attach to any proceeds of any Collateral subject to any such Disposition to the extent not used to repay Term Debt. (l) Until the Payment in Full of ABL Priority Debt occurs, to the extent that the ABL Claimholders (i) have released any Lien on ABL Priority Collateral or any Grantor with respect to the Notes ABL Debt, and for any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the other obligations ABL Debt, then the Term Agent shall be entitled to obtain a Lien on any such ABL Priority Collateral, subject to the terms (including the Note Obligationslien subordination provisions) of this Agreement, and a guaranty from such Grantor of the Term Debt, as the case may be. (m) Until the Payment in Full of Term Priority Debt occurs, to the extent that the Term Claimholders (i) have released any Guarantor under Lien on Term Priority Collateral or any Grantor with respect to the Term Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the Term Debt, then the ABL Agent shall be entitled to obtain a Lien on any such Term Priority Collateral, subject to the terms (including the lien subordination provisions) of this Indenture Agreement, and a guaranty from such Grantor of the ABL Debt, as provided in this Article 13 notwithstanding the release of any other Guarantorcase may be.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal 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 Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Note Guarantee of any Guarantora Guarantor 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 Collateral Agent’s Lien on the Collateral obligations of any such Guarantor, will be automatically released: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a that Guarantor (including by way of merger or consolidation) to such a Person that is not the Company (either before or after giving effect to such transaction) a Guarantor Restricted Subsidiary, if the Disposition does not violate Section 4.11 sale or other disposition complies with Sections 3.03 and 4.04 of the other provisions of this Fifth Supplemental Indenture; and; (b) upon the liquidation or dissolution of such Guarantor following the transfer in connection with any sale of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the Equity Interests sale complies with Sections 3.03 and 4.04 of any Guarantor are sold or disposed of in the manner described in clauses Fifth Supplemental Indenture; (ac) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, if the Company shall deliver to 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 designates any Restricted Subsidiary that such release complies with this Indenture. Upon delivery by the Company 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 is a Guarantor (to be an Unrestricted Subsidiary or such Collateral) an Excluded Subsidiary in accordance with the provisions Indenture; (d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; or (e) at such time as 90% or more of this Indenturethe 3.25% Convertible Senior Debentures due 2035 are no longer outstanding, 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 Collateral Agent, Opinion of Counsel at such time as applicable, will execute it guarantees any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsCredit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this the Indenture as provided in this Article 13 notwithstanding 12 of the release Base Indenture and Article X of any other Guarantorthe Fifth Supplemental Indenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests Capital Stock or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the sale or other Disposition does not violate Section 4.11 4.21 and the other provisions of this Indenture; and; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and the Collateral Agent of an Officer’s Officers’ 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and the Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of 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. (c) Upon Legal 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 Note Guarantee. (d) In the event that any Foreign Subsidiary that is a Guarantor no longer guarantees or otherwise directly or indirectly provides credit support for any Indebtedness of the Company or any of its Domestic Subsidiaries, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Upon delivery by the Company that are necessary or advisable to the Trustee of an Officers' Certificate to the effect of the foregoing, the Trustee will execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsGuarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If in connection with any Disposition Enforcement Action by the First Lien Collateral Agent or any other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, in each case, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, for itself or on behalf of any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its guarantee of the First Lien Obligations in connection with the sale of all of the Equity Interests or all or substantially all of such Guarantor, then the Liens, if any, of the assets Second Lien Collateral Agent, for itself or for the benefit of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 itself and the other provisions of this Indenture; and (b) upon Second Lien Secured Parties, on such Collateral, and the liquidation or dissolution obligations of such Guarantor following under its guaranty of the transfer Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of all of its assets rights and remedies by the First Lien Collateral Agent, in each case, prior to the Company or another Guarantor as permitted hereunder. If the Guarantee Discharge of any Guarantor or all or substantially all of the assets of a Guarantor or First Lien Obligations, the Equity Interests of any Guarantor Person are sold foreclosed upon or otherwise disposed of in and the manner described in clauses (a) First Lien Collateral Agent releases its Lien on the property of such Person, then the Liens of the Second Lien Collateral Agent with respect to the property of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Agent. The Second Lien Collateral Agent, for itself or on behalf of the other Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent such termination statements, releases and other documents as the First Lien Collateral Agent may reasonably request to effectively confirm the foregoing releases. (b) above, If in connection with any disposition permitted under the terms of the First Lien Loan Documents and such Guarantor (or as not expressly prohibited under the context may require, Collateral) is releasedterms of the Second Lien Documents, the Company shall deliver to the Trustee and First Lien Collateral Agent an Officer’s Certificate and an Opinion of CounselAgent, 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 to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions itself or on behalf of any of clauses (a) the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute releases any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or guarantee of the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided First Lien Obligations in this Section 13.05 will remain liable for connection with the full amount sale of principal all of and interest and premiumthe Equity Interests of such Guarantor, in each case, other than in connection with, or following, the Discharge of First Lien Obligations then the Liens, if any, on of the Notes and Second Lien Collateral Agent, for itself or for the benefit of the other Second Lien Secured Parties, on such Collateral, and the obligations (including of such Guarantor under its guaranty of the Note Second Lien Obligations) , shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any Guarantor under this Indenture such other Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent such termination statements, releases and other documents as provided in this Article 13 notwithstanding the release of any other GuarantorFirst Lien Collateral Agent may reasonably request to effectively confirm such release.

Releases. (a) The Guarantee of any a Guarantor shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, and the Collateral Borrower, the Lenders or the Administrative Agent’s Lien on , is required for the Collateral release of such Guarantor’s Guarantee, will be automatically releasedupon: (aA) in connection with any Disposition of all of the Equity Interests sale, exchange, disposition or all or substantially all of the assets of a Guarantor other transfer (including by way of merger consolidation or consolidationmerger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to such Person that is not the Company Borrower or a Subsidiary) otherwise permitted by the Loan Documents; (B) the repayment, satisfaction or discharge of all obligations (or any portion thereof) under the Loan Documents; (C) the release or discharge of the Guarantee by such Guarantor if of the Disposition does not violate Section 4.11 Triggering Indebtedness or the repayment of the Triggering Indebtedness, in each case, that resulted in the obligation of such Subsidiary to become a Guarantor; provided that in no event shall the Guarantee of an Initial Guarantor terminate pursuant to this provision; or (D) such Guarantor becoming an Excluded Subsidiary or ceasing to be a Subsidiary; provided, in each case, such transactions are carried out pursuant to and in accordance with all applicable covenants and provisions hereof. At the other provisions option of this Indenture; andthe Borrower, the release of a Guarantor may be evidenced by the delivery of an officer's certificate to the Administrative Agent. (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 7.08 such Guarantor will remain liable for the full amount of principal of and interest and premium, if any, on amounts due under the Notes Loan Documents and for the other obligations (including the Note Obligations) of any such Guarantor under this Indenture the Loan Documents as provided in this Article 13 notwithstanding the release of any other GuarantorVII.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other 80 disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) When all Obligations have been paid in connection with any Disposition of 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 than those expressly stated to survive such termination) of the Equity Interests 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. The Liens securing the Notes Obligations will be released, in whole or substantially all in part, as provided in Section 11.02 and Section 11.07 of the assets Indenture. The Liens securing Additional Pari Passu Liens Obligations of a Guarantor (including by way of merger any series will be released, in whole or consolidation) to in part, as provided in the Additional Pari Passu Agreement governing such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andobligations. (b) upon At any time that a Grantor desires that the liquidation Collateral Agent take any action to acknowledge or dissolution give effect to any release of such Guarantor following the transfer of all of its assets Collateral pursuant to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveforegoing Section 8.13(a), and such Guarantor (or as the context may require, Collateral) is released, the Company Grantor shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumrelevant subagent, if any, on the Notes and for the other obligations (including the Note Obligationsdesignated hereunder) a certificate signed by an officer of any Guarantor under this Indenture as provided in this Article 13 notwithstanding such Grantor stating that the release of the respective Collateral is permitted pursuant to such Section 8.13(a) and such other certifications relating to such release that the Collateral Agent may reasonably request, upon which the Collateral Agent may conclusively rely. The Collateral Agent shall have no liability whatsoever to any other GuarantorSecured Party as the result of any release of Collateral in accordance with, or which the Collateral Agent believes to be in accordance with, this Section 8.14.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If in connection with any Disposition of all Enforcement Action by the Joint ABL Agent or any other exercise of the Equity Interests or all or substantially all Joint ABL Agent’s remedies, in each case, in respect of the assets ABL Priority Collateral (including, without limitation, the disposition of a Guarantor any ABL Priority Collateral by the ABL Grantor during an Event of Default under (including by way and defined in) the ABL Loan Document with the consent of merger the Joint ABL Agent), in each case prior to the Discharge of ABL Obligations, the Joint ABL Agent, for itself or consolidation) on behalf of any other ABL Claimholder, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Term Loan Collateral Agent, for itself or for the benefit of the Term Loan Claimholders, on such ABL Priority Collateral, shall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself or on behalf of any such Term Loan Claimholders, promptly shall execute and deliver to the Joint ABL Agent or the applicable ABL Grantor such Person that is not termination statements, releases and other documents in respect of the Company ABL Priority Collateral as the Joint ABL Agent or a Guarantor if the Disposition does not violate Section 4.11 and applicable ABL Grantor may request to effectively confirm the other provisions of this Indenture; andforegoing releases. (b) upon the liquidation If in connection with any sale, lease, exchange, transfer or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee other disposition of any Guarantor or all or substantially all ABL Priority Collateral by the ABL Grantor (collectively, a “Disposition”) permitted under the terms of the assets of a Guarantor or ABL Loan Documents and not prohibited under the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity terms of the released Guarantor Term Loan Documents (and/or other than in connection with an Enforcement Action or other exercise of the applicable CollateralJoint ABL Agent’s remedies in respect of the ABL Priority Collateral which shall be governed by Section 5.1(a)), the basis Joint ABL Agent, for release itself or on behalf of any other ABL Claimholder, releases any of its Liens on any part of the ABL Priority Collateral, other than (A) in reasonable detail connection with, or following, the Discharge of ABL Obligations or (B) after the occurrence and that during the continuance of any Event of Default under (and as defined in) the Term Loan Document or if such release complies with this Indenture. Upon delivery by would result in such an Event of Default, then the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premiumLiens, if any, of the Term Loan Collateral Agent, for itself and for the benefit of the other Term Loan Claimholders, on such ABL Priority Collateral shall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself or on behalf of each other Term Loan Claimholder, shall promptly execute and deliver to the Notes Joint ABL Agent or the ABL Grantor such termination statements, releases and other documents as the Joint ABL Agent or the applicable ABL Grantor may request to effectively confirm such release. (c) Until the Discharge of ABL Obligations occurs, the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, hereby irrevocably constitutes and appoints the Joint ABL Agent and any officer or agent of the Joint ABL 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 Term Loan Collateral Agent and such Term Loan Claimholder or in the Joint ABL Agent’s own name, from time to time in the Joint ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 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 ABL Obligations. (d) Until the Discharge of ABL Obligations occurs, to the extent that the Joint ABL Agent or any ABL Claimholder (i) has released any Lien on ABL Priority Collateral and any such Liens are later reinstated or (ii) obtains any new Liens from the ABL Grantor, then the Term Loan Collateral Agent, for itself and for the other obligations Term Loan Claimholders, shall be granted a Lien on any such ABL Priority Collateral (including except to the Note Obligations) extent such Lien represents a Term Loan Declined Lien with respect to the Term Loan Obligations represented by the Term Loan Collateral Agent), subject to the lien subordination provisions of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorAgreement.

Releases. The A Guarantee as to any Guarantor shall terminate and be of any Guarantor, no further force or effect and the Collateral Agent’s Lien on the Collateral of such Guarantor, will Guarantor shall be deemed to be automatically releasedreleased from all obligations under this Article 10 upon: (a) in connection with any the Disposition of all or exchange (including through merger, amalgamation, consolidation or otherwise) of the Equity Interests or all or substantially all Capital Stock of the assets of applicable Guarantor if (i) such Disposition or exchange is made to a Guarantor (including by way of merger or consolidation) to such Person that is not the Company Issuer or a Guarantor if the Disposition does Restricted Subsidiary in a manner not violate Section 4.11 and the other provisions in violation of this Indenture; andIndenture and (ii) after giving effect to such Disposition or exchange, such Guarantor is no longer a Restricted Subsidiary; (b) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”; (c) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation or dissolution of such Guarantor following the transfer Disposition of all of its assets to the Company Issuer or another Guarantor as permitted hereunder. If Guarantor; or (d) the Guarantee of any Guarantor or all or substantially all Issuer’s exercise of the assets Issuer’s legal defeasance option or covenant defeasance option in accordance with Section 8.01 or if the obligations 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, Issuer and such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture. Notwithstanding the foregoing, neither the consent nor the acknowledgment of the Trustee, the Collateral Agent or the Holders (or as any of them) shall be necessary to effect any such release. None of the context may require, Collateral) is releasedTrustee, the Company shall deliver Issuer or any Guarantor will be required to make a notation on the Securities or any Guarantee to reflect any such release, termination or discharge. Upon request of the Issuer and delivery by the Issuer to 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 to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of any of clauses (a) or (b) of a Guarantor under this Section 13.05 have 10.03 has been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturemet, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary Issuer or advisable such Guarantor in order to evidence the release of such a Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantorhereunder.

Releases. The A Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically releasedand 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 Disposition the sale, exchange, disposition or other transfer (including through merger or consolidation) of all (x) the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary of Parent, if after such transaction the Equity Interests Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all of 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;” (including 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 way such Restricted Subsidiary of merger or consolidation) to such Person that is not 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 Guarantor if release or discharge is by or as a result of payment in connection with the Disposition does not violate Section 4.11 and the enforcement of remedies under such other provisions of this Indenture; andguarantee or Indebtedness; (b4) upon in the liquidation case of any Guarantor that becomes an Excluded Subsidiary, the release or dissolution discharge of the guarantee by such Guarantor following the transfer Restricted Subsidiary of all Indebtedness of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all repayment of the assets 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 a Guarantor payment in connection with the enforcement of remedies under such other guarantee or Indebtedness; or 97 (5) the Equity Interests 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 Guarantor are sold or disposed of in the manner described in clauses release under clause (a) or (b1) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 upon delivery by the Company 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) such sale or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of other disposition does not violate this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. The Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable Note Security Documentsprovisions of this Indenture. Any release of a Guarantor under clause (3) or (5) above shall be evidenced to the Trustee by an Officer’s Certificate. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest, if any, on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of Loans, the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Reimbursement Obligations and the other provisions Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Indenture; andAgreement 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 as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of, or such Subsidiary Guarantor shall be liquidated or dissolved, in each case in a transaction permitted by the Credit Agreement, provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. (a) The Note Guarantee of any Guarantor, a Guarantor will automatically and the Collateral Agent’s Lien on the Collateral of such Guarantor, will unconditionally be automatically releasedreleased and discharged: (a1) with respect to the Note Guarantee of a Subsidiary Guarantor, in connection with any Disposition sale, exchange, transfer, conveyance or other disposition of all Capital Stock of the Equity Interests that Subsidiary Guarantor by way of merger, amalgamation, consolidation, dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor or its direct or indirect parent entity to a Guarantor (including by way of merger or consolidation) to such Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor Restricted Subsidiary of the Company, if the Disposition sale or other disposition does not violate Section 4.11 4.10 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale, exchange, transfer or other provisions of this Indenture; anddisposition.; (b2) upon the liquidation release of a Guarantor’s Note Guarantee of the Company’s obligations under the Credit Agreement; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.19; (4) Upon Legal Defeasance or dissolution Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of such this Indenture in accordance with Article 11 hereof; (5) as described under Article 9; (6) upon the merger, amalgamation or consolidation of any Guarantor following the transfer of all of its assets to with and into the Company or another Guarantor as permitted hereunder. If or upon the Guarantee liquidation of any Guarantor or all or substantially all such Guarantor, in each case, in compliance with the applicable provisions of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or Indenture. (b) In connection with any release specified above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee will, at the request and Collateral Agentexpense of the Company, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the Company nor any Guarantor from its obligations under its Guarantee and/or will be required to make a notation on the applicable Note Security Documentsto reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be effected by the Trustee without any consent of the holders or any other action or consent on the part of the Trustee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition (i) of all of the Equity Interests or all or substantially all of the properties or assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not the Company (either before or after giving effect to such transactions) Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the Capital Stock of any Guarantor if after which the Disposition applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, 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 Section 4.11 and the other applicable provisions of this Indenture; andSection 4.10 hereof. (b) Upon designation of 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; provided, 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) Upon Legal 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 Note Guarantee and all of its other Obligations under this Indenture. (e) Upon the 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 following the transfer will be relieved of any obligations under its Note Guarantee and all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 other Obligations under this Indenture. . (f) Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 10.05 for a release have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturesatisfied, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee and/or the applicable Note Security Documents. 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 13.05 10.05 will remain liable for the full amount of principal of and interest interest, and premium, if any, on the Notes and for the other obligations (including the Note Obligations) Obligations of any such Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition Upon the full payment and satisfaction of all of the Equity Interests Obligations (other than any contingent indemnity obligation of the Pledgor which survives the termination of the Note Purchase Agreement and for which a demand of payment has not been made), the Collateral Agent shall promptly cause to be transferred or all or substantially returned to the Pledgor all of the assets Pledged Collateral and any money, property and rights received by the Collateral Agent pursuant hereto, to the extent the Collateral Agent has not taken, sold or otherwise realized upon the same as permitted hereunder, together with the related stock powers and all other documents reasonably required by the Pledgor to evidence termination of the pledge contemplated hereby. In the event that upon full payment and satisfaction of all of the Obligations (other than any contingent indemnity obligation of the Pledgor which survives the termination of the Note Purchase Agreement and for which a Guarantor (including by way demand of merger payment has not been made) and in the event that Collateral Agent cannot locate any or consolidation) all of the Pledged Collateral, the Collateral Agent agrees to execute and deliver to the Pledged Company lost certificate affidavits with customary indemnification provisions so that new certificates may be issued in place of such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andlost Pledged Collateral. (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor Pledged Collateral shall be sold, transferred or the Equity Interests of any Guarantor are sold or otherwise disposed of by the Pledgor in a transaction permitted by the manner described in clauses (a) or (b) aboveNote Purchase Agreement, then the Collateral Agent, at the request and such Guarantor (or as sole expense of the context may requirePledgor, Collateral) is released, the Company shall execute and deliver to 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 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) Pledgor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorPledged Collateral.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Loans and the other provisions Obligations shall have been paid in full, 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 this Indenture; andthe 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 as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as hereunder in the event that all the Capital Stock of such Guarantor 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 Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) shall be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee and/or and this Indenture. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor shall be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor shall be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) If in connection with any Disposition of all Enforcement Event by the First Lien Collateral Agent or any other exercise of the Equity Interests or all or substantially all First Lien Collateral Agent’s remedies in respect of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and First Lien Collateral Agent an Officer’s Certificate and an Opinion of CounselAgent, 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 to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions itself or on behalf of any of clauses (a) the First Lien Claimholders, releases any of its Liens on any part of the Collateral or (b) of this Section 13.05 have been met with respect to a releases any Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor Subsidiary from its obligations under its Guarantee and/or guaranty of the applicable First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Event or other exercise of rights and remedies by the First Lien Collateral Agent the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Agent. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and not expressly prohibited under the terms of the Second Lien Note Security Documents. Any Facility Documents (other than in connection with an Enforcement Event or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Guarantor not released Subsidiary from its obligations under its Guarantee as provided guaranty of the First Lien Obligations, in this Section 13.05 will remain liable for each case other than (A) in connection with the full amount Discharge of principal First Lien Obligations and (B) after the occurrence and during the continuance of and interest and premiumany Event of Default under the Indenture, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the Notes obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, 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 Section 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) 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 Lien on Collateral or any Guarantor Subsidiary from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor Subsidiary, then the Second Lien Collateral Agent, for itself and for the other obligations (including Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the Note Obligations) lien subordination provisions of any Guarantor under this Indenture Agreement, and an additional guaranty, as provided in this Article 13 notwithstanding the release of any other Guarantorcase may be.

Releases. (a) The Guarantee of any a Guarantor shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, and the Collateral Borrower, the Lenders or the Administrative Agent’s Lien on , is required for the Collateral release of such Guarantor’s Guarantee, will be automatically releasedupon: (aA) in connection with any Disposition of all of the Equity Interests sale, exchange, disposition or all or substantially all of the assets of a Guarantor other transfer (including by way of merger consolidation or consolidationmerger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to such Person that is not the Company Borrower or a Subsidiary) otherwise permitted by the Loan Documents; (B) the repayment, satisfaction or discharge of all obligations (or any portion thereof) under the Loan Documents; (C) the release or discharge of the Guarantee by such Guarantor if of the Disposition does not violate Section 4.11 Triggering Indebtedness or the repayment of the Triggering Indebtedness, in each case, that resulted in the obligation of such Subsidiary to become a Guarantor; provided that in no event shall the Guarantee of an Initial Guarantor terminate pursuant to this provision; or (D) such Guarantor becoming an Excluded Subsidiary or ceasing to be a Subsidiary; provided, in each case, such transactions are carried out pursuant to and in accordance with all applicable covenants and provisions hereof. At the other provisions option of this Indenture; andthe Borrower, the release of a Guarantor may be evidenced by the delivery of an officer’s certificate to the Administrative Agent. (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 7.08 such Guarantor will remain liable for the full amount of principal of and interest and premium, if any, on amounts due under the Notes Loan Documents and for the other obligations (including the Note Obligations) of any such Guarantor under this Indenture the Loan Documents as provided in this Article 13 notwithstanding the release of any other GuarantorVII.

Releases. (a) The Guarantee Guaranteeing Subsidiary will be released and relieved of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: obligations under its Note Guarantee: (ai) in connection with any Disposition sale of all of the Equity Interests or all or substantially all of the assets of such Guaranteeing Subsidiary to a Guarantor (including by way of merger or consolidation) to such Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company or a Guarantor if in compliance with Article Fourteen of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and or (bii) upon the liquidation if such Guaranteeing Subsidiary consolidates with or dissolution of such Guarantor following the transfer of all of its assets to merges with or into another Person other than the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all in compliance with Article Fourteen of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveIndenture, and such Guarantor Guaranteeing Subsidiary is not the surviving Person, or (or as the context may require, Collateraliii) is released, the Company shall deliver if such Guaranteeing Subsidiary would not otherwise be required to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity provide a Note Guarantee pursuant to Section 1010(vi) of the released Guarantor Indenture, or (and/or iv) upon legal defeasance of the applicable Collateral), Company's and all Guarantors' obligations pursuant to Section 1302 of the basis for release in reasonable detail Indenture or upon satisfaction and that such release complies with this discharge of the Indenture pursuant to Section 401 of the Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and that the conditions to the release of any of clauses (a) or (b) of the Guaranteeing Subsidiary under this Section 13.05 5 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturesatisfied, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such Guarantor the Guaranteeing Subsidiary from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released Guarantee. (b) Until release from its obligations under its Guarantee as provided in this Section 13.05 will Note Guarantee, the Guaranteeing Subsidiary shall remain liable for the full amount of principal of and interest and of, premium, if any, and interest on the Notes and for the other obligations (including of such Guaranteeing Subsidiary under the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding Fourteen of the release of any other GuarantorIndenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal 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 Note Guarantee. (d) Upon the release of such Guarantor's guarantee under the Credit Agreement. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee (a) Upon the Discharge of the Obligations, 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 Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any Guarantorinstrument or performance of any act by any party, and all rights to the Collateral Agent’s Lien on shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, Administrative Agent shall deliver to such Grantor any Collateral of such GuarantorGrantor held by Administrative Agent hereunder, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) and execute and deliver to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andGrantor such documents as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation or dissolution Collateral shall be Disposed of by any Grantor in a transaction permitted by the Credit Agreement, then Administrative Agent, at the request and sole expense of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveGrantor, shall execute and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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) Grantor all releases or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of Borrower, a Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under hereunder in the event that all the Capital Stock of such Guarantor shall be Disposed of in a transaction permitted by the Credit Agreement; provided that, Borrower shall have delivered to Administrative Agent, at least five Business Days (or such shorter period as Administrative Agent shall determine in its Guarantee as provided sole discretion) prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the Disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Except as may be required to comply with its obligations (including under the Note ObligationsLoan Documents, each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorUCC.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.11. ARTICLE 12

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal 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 Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest interest, premium and premiumLiquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee In the event of a sale or other disposition of all of the assets of any Guarantor, and the Collateral Agent’s Lien on the Collateral by way of such Guarantormerger, will be automatically released: (a) in connection with any Disposition consolidation or otherwise, or a sale or other disposition of all of the Equity Interests capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor (including by way such Guarantor) will be released and relieved of merger its obligations under its Note Guarantee; provided that the Net Proceeds of such sale or consolidation) to such Person that is not other disposition are applied in accordance with the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other applicable provisions of this Indenture; and (b) upon , including without limitation Section 4.10 hereof. In the liquidation or dissolution of event the Company designates any such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of be an Unrestricted Subsidiary in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) Company in accordance with the provisions of this Indenture, including without limitation Section 13.05 have been met with respect 4.10 hereof, or upon delivery by the Company to a the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or such Collateralsimultaneously with the release of its Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness or that the applicable Guarantor has been designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or the applicable Note Security DocumentsGuarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) (i) If in connection with any Disposition of all Enforcement Action by the ABL Collateral Agent or any other exercise of the Equity Interests or all or substantially all ABL Collateral Agent’s remedies in respect of the assets ABL Priority Collateral, in each case prior to the Discharge of a Guarantor ABL Obligations, the ABL Collateral Agent, for itself or on behalf of any of the ABL Claimholders represented by it, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of each Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and any Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, on such ABL Priority Collateral (including but not the proceeds thereof) shall be automatically, unconditionally and simultaneously released. Each Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by way it, and any Junior Term Collateral Agent, for itself or for the benefit of merger or consolidation) the Junior Term Claimholders represented by it, promptly shall execute and deliver to such Person that is not enforcing ABL Collateral Agent or Grantor such termination statements, releases and other documents as the Company ABL Collateral Agent or a Guarantor if Grantor may request to effectively confirm the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andforegoing releases. (b) upon If, in connection with any sale, lease, exchange, transfer or other disposition of any ABL Priority Collateral by any Grantor (collectively, a “Disposition”) permitted under the liquidation terms of the ABL Loan Documents and permitted under the terms of the Senior Term Loan Documents or dissolution Junior Term Loan Documents (other than in connection with an Enforcement Action or other exercise of such Guarantor following the transfer ABL Collateral Agent’s remedies in respect of all the ABL Priority Collateral which shall be governed by Section 5.1(a) above), each of the ABL Collateral Agent, for itself and on behalf of any of the ABL Claimholders represented by it, releases any of its assets to Liens on any part of the Company ABL Priority Collateral, in each case other than (A) in connection with, or another Guarantor as permitted hereunder. If following, the Guarantee Discharge of ABL Obligations and (B) after the occurrence and during the continuance of any Guarantor Event of Default under the Senior Term Loan Documents or all or substantially all Junior Term Loan Documents, then the Liens, if any, of the assets Senior Term Collateral Agent, for itself or for the benefit of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) aboveSenior Term Claimholders represented by it, and the Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, on such Guarantor (ABL Priority Collateral, shall be automatically, unconditionally and simultaneously released. The Senior Term Collateral Agent, for itself or as for the context may requirebenefit of the Senior Term Claimholders represented by it, Collateral) is releasedand the Junior Term Collateral Agent, for itself or for the Company benefit of the Junior Term Claimholders represented by it, promptly shall execute and deliver to the Trustee and ABL Collateral Agent an Officer’s Certificate or such Guarantor such termination statements, releases and an Opinion other documents as the ABL Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of CounselABL Obligations occurs, each stating and certifying the identity Senior Term Collateral Agent, for itself or for the benefit of the released Guarantor (and/or Senior Term Claimholders represented by it, and the applicable Collateral)Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, hereby irrevocably constitutes and appoints the ABL Collateral Agent and any officer or agent of the ABL 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 Senior Term Collateral Agent, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Junior Term Collateral Agent or such holder or in the ABL Collateral Agent’s own name, from time to time in the ABL Collateral Agent’s discretion, for the purpose of an Officer’s Certificate and an Opinion of Counsel to carrying out the effect that the conditions of any of clauses (a) or (b) terms of this Section 13.05 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 ABL Obligations. (d) Until the Discharge of ABL Obligations occurs, to the extent that the ABL Collateral Agent and the ABL Claimholders represented by it (i) have been met released any Lien on ABL Priority Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor, then the Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and the Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, shall be granted a Lien on any such ABL Priority Collateral (except to the extent such lien represents a Term Declined Lien with respect to a Guarantor (the Indebtedness represented by the Senior Term Lien Collateral Agent or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Junior Lien Collateral Agent, as applicable), will execute any documents reasonably requested by subject to the Company that are necessary or advisable in order to evidence lien subordination provisions of this Agreement, and an additional guaranty, as the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantorcase may be.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company Issuers or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Issuers, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company Issuers to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal 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 Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. (a) The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will a Guarantor shall be automatically released: released (ai) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a that Guarantor (including by way of merger or consolidation) to such a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor Restricted Subsidiary of the Company if the Disposition sale or other disposition does not violate Section 4.11 and the other provisions 4.10 of this Indenture; and Indenture or (bii) upon in connection with any sale or other disposition of the liquidation or dissolution Capital Stock of that Guarantor such that the Guarantor following the transfer ceases to be a Subsidiary of all of its assets to the Company or another Guarantor as permitted hereunder. If Capital, if the Guarantee of any Guarantor sale or all or substantially all other disposition does not violate Section 4.10 of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor shall be released and relieved of any obligations under its Note Guarantee. Upon the consummation of the Migration, the Guarantee and/or the applicable Note Security Documentsof Capital and its Foreign Subsidiaries shall be released. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 will 11.06 shall remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee (a) Upon (a) the termination of any Guarantorthe Revolving Credit Commitment, (b) payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (c) the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Collateral Agent’s Lien on applicable Issuing Bank shall have been made) and (d) termination of the Credit Agreement, the security interest and Liens granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Guarantors. Upon any such termination, the Administrative Agent shall, at the Guarantors’ request and expense, return all Collateral in the possession of the Administrative Agent and execute and deliver to the Guarantors, or otherwise authorize the filing of such documents as the Guarantors shall reasonably request in connection with such termination, including financing statement amendments to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Guarantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) shall execute and deliver to such Person that is not the Company Guarantor all releases or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order desirable to evidence the release of the Liens created hereby on such Collateral. In the event that all the Capital Stock of any Guarantor that is a Subsidiary of the Parent shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Parent and at the sole expense of the Guarantors, such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as hereunder; provided that the Parent shall have delivered to the Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and a description of the sale or other disposition in this Section 13.05 will remain liable for reasonable detail, together with a certification by the full amount of principal of Parent stating that such transaction is in compliance with the Credit Agreement and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal 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 Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee Person acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s 's Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal 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 Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as and to the extent provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee (a) At such time as the Credit Agreement Obligations (other than Hedging Obligations) shall have been paid in full in cash and the Commitments have been terminated, 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 Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any Guarantorinstrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. The Administrative Agent’s Lien on , at the request and sole expense of the Grantors, shall execute and deliver to the Grantors all UCC termination statements and other documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.17(a) shall be without recourse to or warranty by the Administrative Agent. A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor, will Grantor shall be automatically released: (a) released in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of event such Grantor shall be released as a Guarantor (including by way of merger or consolidation) to such Person that is not from the Company or a Guarantor if Guaranty Agreement in accordance with the Disposition does not violate Section 4.11 and the other provisions of this Indenture; andterms thereof. (b) upon If any of the liquidation Collateral shall be sold, transferred or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, such Collateral shall be released from the Liens created hereby and the Administrative Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all release of the assets of a Guarantor or Liens created hereby on such Collateral. In the event that all the Equity Interests of any Guarantor are sold Grantor that is a Subsidiary of a Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the manner described in clauses (a) or (b) aboveCredit Agreement, then, at the request of such Borrower and such Guarantor (or as at the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity expense of the released Guarantor (and/or the applicable Collateral)Grantors, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not Grantor shall be released from its obligations under its Guarantee as hereunder; provided that such Borrower shall have delivered to the Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and a description of the sale or other disposition in this Section 13.05 will remain liable for reasonable detail, together with a certification by the full amount of principal of Borrowers stating that such transaction is in compliance with the Credit Agreement and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorLoan Documents.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of 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 Equity Interests or Agent and each Grantor hereunder shall terminate, and all or substantially all rights to the Collateral shall revert to the Grantors, in accordance with Section 9.02(c) of the assets Credit Agreement. At the request and sole expense of a Guarantor (including by way of merger or consolidation) any Grantor following any such termination, the Agent shall deliver to such Person that is not Grantor any Collateral held by the Company or a Guarantor if the Disposition does not violate Section 4.11 Agent hereunder, and the other provisions of this Indenture; andexecute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) upon If any of the liquidation Collateral shall be sold or dissolution otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Agent, at the request and sole expense of such Guarantor following Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all release of the assets of a Guarantor or Liens created hereby on such Collateral. At the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, request and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity sole expense of the released Guarantor (and/or the applicable Collateral)Borrower, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company 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 Guarantor (or such Collateralother than Holdings) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations hereunder and, if such Guarantor is a Co-Borrower shall be released from its Obligations as, and shall no longer be, a Co-Borrower under the Loan Documents, in the event that all the Equity Interests in such Guarantor shall be sold or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Agent, at least ten Business Days (or such shorter period agreed to by the Agent) prior to the date of the proposed release, a written request for such release identifying the relevant Guarantor and the terms of the relevant sale or other disposition in reasonable detail, including the price thereof and any expenses incurred in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. (i) so long as no Event of Default has occurred and is continuing, if (A) a Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) of the Credit Agreement to become a Loan Party under the Credit Agreement (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), or (B) a Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.04(c) of the Credit Agreement, and (ii) upon the consummation of any transaction permitted under the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a subsidiary of the Borrower, then such Subsidiary Guarantor automatically shall be released from its Guarantee as provided in obligations hereunder upon notification thereof from the Borrower to the Agent and, if such Subsidiary Guarantor is a Co-Borrower shall be released from its Obligations as, and shall no longer be, a Co-Borrower under the Loan Documents. In connection with any such release, the Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor's expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 13.05 will remain liable for 8.15(c) shall be without recourse to or warranty by the full amount Agent. (d) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of principal of and interest and premiumthe Agent, if any, on the Notes and for the other obligations (including the Note Obligationssubject to such Grantor's rights under Section 9-509(d)(2) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorNew York UCC.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of the Equity Interests Capital Stock or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 4.10 and the other provisions of this Indenture; and; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. (a) The Subsidiary Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will a Guarantor shall be automatically releasedreleased automatically: (a1) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a that Guarantor (including by way of merger or consolidation) to such a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; (2) 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 Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of 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 that is permitted under this Supplemental Indenture; or (5) 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 Disposition does not violate Section 4.11 and 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 Guarantor’s Guarantee of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all other provisions Indebtedness for borrowed money of this Indenturethe 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; andor (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) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the The Subsidiary Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver be released with respect to the Trustee Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and Collateral Agent an Officer’s Certificate discharge of this Supplemental Indenture pursuant to Articles 8 and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor 11 hereof. (and/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. c) Upon delivery by the Company 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) action or (b) of this Section 13.05 have been met with respect event giving rise to a Guarantor (the applicable release has occurred or such Collateral) was made by the Company in accordance with the provisions of this Indenture, Supplemental Indenture the Trustee and Collateral Agent, as applicable, will shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and of, premium, if any, on and interest on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this the Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition of all of At such time as the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 Notes and Loans and the other provisions Obligations shall have been paid in full, 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 this Indenture; andthe Collateral 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 Collateral Agent shall 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) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets Collateral shall be Disposed of by any Grantor in a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 transaction permitted by the Company to Note Purchase Agreement and the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to Credit Agreement, then the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicableat the request and sole expense of such Grantor, will shall execute any and deliver to such Grantor all releases or other documents reasonably requested by the Company that are necessary or advisable in order to evidence desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of IGN, a Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not shall be released from its obligations under its Guarantee as hereunder in the event that all the Capital Stock of such Guarantor shall be Disposed of in a transaction permitted by the Note Purchase Agreement and the Credit Agreement; provided that IGN shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the Disposition in this Section 13.05 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by IGN stating that such transaction is in compliance with the Note Purchase Agreement and premium, if any, on the Notes Credit Agreement and for the other obligations Note Documents and Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (including c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the Note Obligationsprior written consent of the Collateral Agent subject to such Grantor’s rights under Section 9-509(d)(2) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other GuarantorNew York UCC.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the Person acquiring the property will be released and relieved of any obligations under the Note Guarantee; (b) In the event of any sale or other disposition of Capital Stock of any Guarantor if to a Person that is not (either before or after giving effect to such transaction) the Disposition Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in both cases, that such sale or other disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets 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, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 Indenture4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 10 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest, if any, on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not the Company (either before or after giving effect to such transactions) Premier or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions Restricted Subsidiary of this Indenture; and (b) upon the liquidation or dissolution of Premier, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company Premier to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) such sale or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) other disposition was made by Premier in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable Note Security Documents. terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) In the event of any sale or other disposition, whether in connection with any Disposition one or a series of all related transactions, of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition, whether in one or a series of related transactions, of all of the Capital Stock of any Guarantor in compliance with this Agreement to such Person any entity that is not the Company or a Subsidiary of the Company, then such Guarantor if and such acquiring, resulting, surviving or transferee Person will be released and relieved of any obligations under any Term Loan Guarantee; provided, however, that the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution Net Proceeds of such Guarantor following the transfer of all of its assets to the Company sale or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of other disposition will be applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with this IndentureSection 5.10 hereof. Upon delivery by the Company to the Trustee and Collateral Administrative Agent of an Officer’s Officers' Certificate to the effect of the foregoing, the Administrative Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its Obligation under its Term Loan Guarantee and this Agreement. Any Guarantor not released from its Obligations under its Term Loan Guarantee shall remain liable for the full amount of principal of, and premium, if any, interest on the Term Loans and for the other Obligations of such Guarantor under this Agreement as provided in this Article XII. (b) Upon the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the Terms of this Agreement, such Guarantor shall be released and relieved of its obligations under this Agreement. Upon delivery by the Company to the Administrative Agent of an Officers' Certificate and an Opinion of Counsel to the effect that the conditions designation of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a such Guarantor (or such Collateral) as an Unrestricted Subsidiary was made by the Company in accordance with the 117 provisions of this IndentureAgreement, including, without limitation, Section 5.07 hereof, the Trustee and Collateral Agent, as applicable, will Administrative Agent shall execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such Guarantor from its obligations Obligation under its Term Loan Guarantee and/or the applicable Note Security Documentsand this Agreement. Any Guarantor not released from its obligations Obligations under its Term Loan Guarantee as provided in this Section 13.05 will shall remain liable for the full amount of principal of and interest of, and premium, if any, interest on the Notes Term Loans and for the other obligations (including the Note Obligations) Obligations of any such Guarantor under this Indenture Agreement as provided in this Article 13 notwithstanding the release of any other GuarantorXII.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests Capital Stock or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the sale or other Disposition does not violate Section 4.11 and the other provisions of this Indenture; and; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ 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 Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 11.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor any Guarantor, other than Parent, (including by way of merger or consolidation) or a sale or other disposition of all of the Capital Stock of any Guarantor, other than Parent, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Guarantee. (b) Upon designation of any Guarantor, other than Parent, as an Unrestricted Subsidiary in accordance with the applicable Note Security Documentsterms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor, other than Parent, will be released and relieved of any obligations under its Guarantee. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) in connection with In the event of any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including any Guarantor, by way of merger merger, consolidation or consolidation) otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to such a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor if Restricted Subsidiary of the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and (b) upon the liquidation or dissolution of Company, then such Guarantor following (in the transfer event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of its assets to the Company Capital Stock of such Guarantor) or another Guarantor as permitted hereunder. If the Guarantee corporation acquiring the property (in the event of any Guarantor a sale or other disposition of all or substantially all of the assets of a Guarantor or the Equity Interests such Guarantor) will be released and relieved of any Guarantor obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are sold or disposed of applied in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 accordance with the applicable Collateral), the basis for release in reasonable detail and that such release complies with provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such any Guarantor from its obligations under its Guarantee and/or Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Security DocumentsGuarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.06 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor11.

Releases. The Note Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, a Guarantor will be automatically releasedreleased and such Guarantor will be relieved of any Obligations under its Note Guarantee: (a) in connection with any Disposition sale or other disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including that Guarantor, by way of merger merger, consolidation or consolidation) otherwise, to such a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor Restricted Subsidiary of the Company, if the Disposition sale or other disposition does not violate Section 4.11 and the other provisions of this Indenture; and4.10 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 the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; (d) upon the liquidation release or dissolution discharge of the Guarantee of such Guarantor following under the transfer Credit Facilities (including upon any dissolution), except a discharge or release of all the Guarantee by or as a result of its assets payment under such Guarantee (it being understood that if any such Guarantor is so reinstated under the Credit Facilities, such Guarantor’s guarantee shall also be reinstated); or (e) 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. Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. None of the Trustee, the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor will be required to make a notation on the Notes or all the Note Guarantees to reflect any such release, termination or substantially all discharge. Upon request of the assets 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, Company and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to 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 to the Trustee and Collateral Agent of an Officer’s Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of any of clauses (a) or (b) of a Guarantor under this Section 13.05 have 10.05 has been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenturemet, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable required in order to evidence the release of such a Guarantor from its obligations under its Guarantee and/or Note Guarantee. In connection with any release under clauses (a) and (b) above, the Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable Note Security Documentsprovisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 13.05 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest and Additional Interest, if any, on, the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor10.