Common use of Releases Clause in Contracts

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes CODES and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes CODES and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the IndentureIndenture (it being understood that only 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 the Indenture needs to be applied in accordance therewith at such time). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the IndentureIndenture (it being understood that only 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 the 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the IndentureIndenture (it being understood that only 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 the Indenture needs to be applied in accordance therewith at such time). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the IndentureIndenture (it being understood that only 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 the 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) 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 Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest, if any) and Additional Amounts, if any, on the Notes Securities and for the other obligations of such Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indentureherein.

Releases. (a) Concurrently In connection with any sale Enforcement Action by the Directing First Lien Collateral Agent or any other exercise by the Directing First Lien Collateral Agent of assets (including, if applicable, all rights or remedies in respect of the Capital Stock Collateral (including any Disposition of a Guaranteeing Subsidiaryany of the Collateral by any Obligor, with the consent of the Directing First Lien Collateral Agent, after the occurrence and during the continuance of an “event of default” under the First Lien Documents), all Liensin each case, prior to the Discharge of First Lien Obligations, the Directing First Lien Collateral Agent is irrevocably authorized (at the cost of the Obligors in accordance with the terms of the applicable First Lien Financing Document and without any consent, sanction, authority or further confirmation from the Directing Second Lien Collateral Agent, any other Second Lien Claimholder or any Obligor): (i) to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of such Enforcement Action or such other exercise of rights or remedies, in which case the Liens or any other claim over the asset that is the subject of such Enforcement Action, if any, in favor of each Second Lien Collateral Agent, for itself and for the benefit of its Related Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Trustee Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the assets sold thereby discretion of the Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases); and (ii) if the asset that is the subject of such Enforcement Action consists of the equity interests of any Obligor, to release (x) such Obligor and any subsidiary of such Obligor from all or any part of its First Lien Obligations, in which case such Obligor and any subsidiary of such Obligor shall be released; provided automatically, unconditionally and simultaneously released to the same extent from its Second Lien Obligations, and (y) any Liens or other claims on any assets of such Obligor and any subsidiary of such Obligor, in which case the Liens or other claims on such assets of each Second Lien Collateral Agent, for itself or for the benefit of its Related Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as such Liens of the Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the event discretion of an Asset Salethe Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases). Each Second Lien Collateral Agent, for itself or on behalf of its Related Second Lien Claimholders, shall promptly execute and deliver to the Net Proceeds Directing First Lien Collateral Agent or such Obligor such termination statements, releases and other documents as the Directing First Lien Collateral Agent or such Obligor may request to effectively confirm the foregoing releases upon delivery to the Second Lien Collateral Agents of copies of such termination statements, releases and other documents used to effect such releases with respect to the Collateral securing the First Lien Obligations from a Responsible Officer of the requesting party. The proceeds of any such sale or other disposition are treated Disposition shall be applied in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture4.1.

Releases. (a) Concurrently At such time as (i) the Loans, the Reimbursement Obligations and all other Obligations (other than contingent surviving indemnity obligations in respect of which no claim or demand has been made, Borrower Hedge Agreement Obligations and Borrower Cash Management Arrangement Obligations) have been paid in full and all commitments to extend credit under the Loan Documents have terminated, and (ii) except as otherwise agreed by the affected Qualified Counterparties, the net termination liability under or in respect of, and other amounts due and payable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any secured Indebtedness of each Grantor which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with any sale of assets such Indebtedness (includingwhether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), if applicable(1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the Xxxxx’x and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, all of or (C) secured by any other collateral arrangement satisfactory to the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, Qualified Counterparty in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saleits reasonable discretion, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) Collateral shall immediately and automatically be released from the Liens created hereby, and relieved this Agreement and all obligations (other than those expressly stated to survive such termination) of its Obligations under this Supplemental Indenture the Administrative Agent and its Subsidiary Guarantee made pursuant hereto; provided that in each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the event Collateral shall revert to the Grantors. At the request and sole expense of an Asset Saleany Grantor following any such termination, the Net Proceeds from Administrative Agent shall deliver to such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery Grantor any Collateral held by the Company Administrative Agent hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to such Grantor and the Trustee of an Officers' Certificate to the effect that Administrative Agent) as such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case Grantor may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturetermination.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a the Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a the Guaranteeing Subsidiary or all of the Capital Stock of a the Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 5.07 hereof. The Guarantee and all other obligations under the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided , if that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated does not violate Section 5.07 hereof; or (ii) in accordance connection with the provisions of Section 4.10 any sale or other disposition of the IndentureEquity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Issuer or a Restricted Subsidiary, if that sale or other disposition does not violate Section 5.07 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Partnership as a result of the sale or other disposition; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance or Covenant Defeasance pursuant to Article IX hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (v) in the case of any Subsidiary Guarantor other than the Operating Company, at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of the Operating Company; or (vi) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Company Partnership to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 5.07 hereof, Section 4.10 or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Guarantee and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the Indenture as provided in this Supplemental IndentureArticle XI.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations Obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with the provisions Section 4.07 hereof; or (ii) in connection with any sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently with any sale of assets (includingThis Agreement, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, Lien in favor of the Trustee in Co-Collateral Agents (for the assets sold thereby shall be released; 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 benefit of the Indenture. If Credit Parties) and all other security interests granted hereby shall terminate with respect to all Obligations when (i) the assets sold in such sale Commitments shall have expired or other disposition include all or substantially all of been terminated, (ii) the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on each Advance and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Notes Obligations have been accelerated as a result of the occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and the Co-Collateral Agents, provided, however, that in connection with the termination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other obligations Loan Party. At the request and sole expense of any Grantor following any such Guaranteeing Subsidiary under termination, the Indenture Co-Collateral Agents shall deliver to such Grantor any Collateral held by the Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as provided in this Supplemental Indenturesuch Grantor shall reasonably request to evidence such termination.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if anyi) If, in favor connection with (A) any exercise of the Trustee remedies or Enforcement (including as provided for in the assets sold thereby shall be released; provided that in the event Section 3.01(b) or Section 6.08(a)) or any Going Out of an Asset Business Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary(B) any sale, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale transfer or other disposition of all or substantially all any portion of the assets of ABL Priority Collateral, so long as such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Salesale, the Net Proceeds from such sale transfer or other disposition is then not prohibited by the ABL Documents (or consented to by the requisite ABL Lenders) or by the First Lien Documents (or consented to by the requisite Noteholders and the requisite holders of any Additional First Lien Obligations), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Notes Agent, for the benefit of the Note Claimholders, and of each Additional First Lien Agent, for the benefit of the related Series of Additional First Lien Claimholders, on the ABL Priority Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that, to the extent the Proceeds of such ABL Priority Collateral are treated not applied to reduce ABL Obligations, each First Lien Agent shall retain a Lien on such Proceeds in accordance with the provisions terms of Section 4.10 this Agreement. The Notes Agent, on behalf of the Indenture. Upon delivery by Note Claimholders, and each Additional First Lien Agent, on behalf of the Company related Series of Additional First Lien Claimholders, promptly shall execute and deliver to the Trustee of an Officers' Certificate to the effect that ABL Agent or such sale or Grantor such termination statements, releases and other disposition was made by the Company or the Guaranteeing Subsidiary, documents as the case ABL Agent or such Grantor may be, request in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order writing to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of effectively confirm such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelease.

Releases. (a) Concurrently (i) If, in connection with (A) any sale exercise of assets remedies or Enforcement (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiaryincluding as provided for in Section 3.1(b) or Section 6.8(a)), all Liensor (B) any sale, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale transfer or other disposition of all or substantially all any portion of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that ABL Priority Collateral (other than in connection with a Refinancing as described in Section 5.5), so long as, in the event case of an Asset Salethis clause (B), the Net Proceeds from such sale sale, transfer or other disposition is then not prohibited by the ABL Loan Documents (or consented to by the requisite ABL Lenders) and by any of the Notes Documents (or consented to by the requisite Noteholders under the applicable Notes Documents), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of each Notes Agent, for the benefit of each Notes Claimholders, on the Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that, to the extent the Proceeds of such ABL Priority Collateral are treated not applied to reduce ABL Obligations, each Notes Agent shall retain a Lien on such Proceeds in accordance with the provisions terms of Section 4.10 this Agreement. Each Notes Agent, on behalf of the Indenture. Upon delivery by the Company Notes Claimholders, promptly shall execute and deliver to the Trustee of an Officers' Certificate to the effect that ABL Agent or such sale or Grantor such termination statements, releases and other disposition was made by the Company or the Guaranteeing Subsidiary, documents as the case ABL Agent or such Grantor may be, request in accordance with the provisions writing to effectively confirm such release. Following Discharge of the Indenture and this Supplemental IndentureABL Obligations, including without limitation, Section 4.10 the rights of the Indenture, the Trustee ABL Agent under this Section 5.1(a)(i) shall execute any documents reasonably required in order to evidence the release become rights of the Guaranteeing Subsidiary from its Agent representing the next Higher Priority Obligations under this Supplemental Indenture in respect of ABL Priority Collateral and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount seriatim thereafter following Discharge of principal each successive class of and interest on the Notes and for the other obligations Higher Priority Obligations in respect of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental IndentureABL Priority Collateral.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 4.07 hereof. The Guarantee or the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets obligations under Section 11.04 hereof of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets 103 of such Guaranteeing Subsidiary) shall be released from and relieved Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger or consolidation), if the event of an Asset Sale, Partnership applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof; or (ii) in connection with the provisions sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Partnership. Upon delivery by the Company Partnership to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Guarantees. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11.

Releases. (a) Concurrently with any sale of assets (includingThis Agreement, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, Lien in favor of the Trustee in Co-Collateral Agents (for the assets sold thereby shall be released; 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 benefit of the Indenture. If Credit Parties) and all other security interests granted hereby shall terminate with respect to all Obligations when (i) the assets sold in such sale Commitments shall have expired or other disposition include all or substantially all of been terminated, (ii) the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on each Loan and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Notes Obligations have been accelerated as a result of the occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and the Co-Collateral Agents, provided, however, that in connection with the termination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other obligations Loan Party. At the request and sole expense of any Grantor following any such Guaranteeing Subsidiary under termination, the Indenture Co-Collateral Agents shall deliver to such Grantor any Collateral held by the Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as provided in this Supplemental Indenturesuch Grantor shall reasonably request to evidence such termination.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 (including by way of Section 4.10 consolidation or merger or otherwise) of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall in connection with a transaction or circumstance that does not violate the Indenture; or (b) upon a disposition of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not violate the Indenture, after which the Subsidiary Guarantor ceases to be released from and relieved a Restricted Subsidiary; or (c) upon a liquidation or dissolution of its Obligations under this Supplemental Indenture and its the Subsidiary Guarantee made pursuant heretoGuarantor so long as no Default occurs as a result thereof; provided that or (d) in connection with the event of an Asset Sale, designation by the Net Proceeds from such sale or other disposition are treated Parent Guarantor in accordance with the provisions of Section 4.10 Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the Indenture; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (f) in connection with the release, other than the discharge through payment by the Subsidiary Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or another Guarantor under the Credit Agreement; or (g) as set forth in the First Lien/Second Lien Intercreditor Agreement. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 4.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indenturepreceding paragraph and the documents required by Section 13.04, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations it has guaranteed pursuant to this Article X. The Note Guaranty of such Guaranteeing Subsidiary under the Parent Guarantor will terminate (a) upon a liquidation or dissolution of the Parent Guarantor so long as no Default occurs as a result thereof; or (b) upon the merger or consolidation of the Parent Guarantor into another Person in accordance with the covenant set forth in Section 5.01; or (c) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (d) as provided set forth in this Supplemental Indenturethe First Lien/Second Lien Intercreditor Agreement.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that: (1) if in connection with any sale exercise of assets (including, if applicable, all any Senior Representative’s rights or remedies in respect of the Capital Stock Shared Collateral, in each case prior to the Discharge of a Guaranteeing Subsidiary)Senior Debt Obligations, all such Senior Representative, for itself or on behalf of any of the Senior Secured Parties, releases any of its Liens on any part of the Shared Collateral or such Senior Representative, for itself or on behalf of any of the Senior Secured Parties releases any Grantor from its obligations under its guaranty of the Senior Debt Obligations, then the Liens, if any, in favor of each Second Priority Representative, for itself or for the benefit of the Trustee in Second Priority Debt Parties, on such Shared Collateral, and the assets sold thereby obligations of such Grantor under its guaranty of the Second Priority Debt Obligations, shall be released; provided that automatically, unconditionally and simultaneously released to the same extent as the Liens and/or guarantees, as applicable, of such Senior Representative, (2) if in connection with any exercise of any Senior Representative’s remedies, in each case prior to the Discharge of Senior Debt Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Representative releases its Lien on the property or assets of such Person, then the Liens of each Second Priority Representative with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such Senior Representative and (3) in the event of an Asset Salea sale, the Net Proceeds from such sale transfer or other disposition are treated in accordance with the provisions of Section 4.10 any specified item of the Indenture. If the assets sold in such sale or other disposition include Shared Collateral (including all or substantially all of the assets equity interests of a Guaranteeing any Subsidiary or all of the Capital Stock Parent) other than a release granted upon or following the Discharge of a Guaranteeing SubsidiarySenior Debt Obligations, then the Guaranteeing Subsidiary Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released to the same extent as the Liens of such Senior Representative (but not upon any Proceeds thereof that are not otherwise applied in the event of a sale or other disposition of all satisfaction of the Capital Stock of such Guaranteeing SubsidiarySenior Debt Obligations) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not Grantor released from its obligations under its Subsidiary Guaranteeguaranty of Senior Debt Obligations released by a Senior Representative shall be released under its guaranty of Second Priority Debt Obligations, it automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Debt Obligations or the release of such Grantor under its guaranty of Senor Obligations, as applicable. Each Second Priority Representative, for itself or on behalf of any Second Priority Debt Parties represented by it, shall remain liable promptly execute and deliver to the Senior Representatives and such Grantor such termination statements, releases and other documents as any Senior Representative or such Grantor may request to effectively confirm the foregoing releases referred to in clauses (1), (2) and (3) of the first sentence of this clause (a). Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the full amount of principal of and interest Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Notes and for Second Priority Collateral as set forth in the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelevant Second Priority Debt Documents.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 4.07 hereof. The Guarantee or the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets obligations under Section 11.04 hereof of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger or consolidation), if the event of an Asset Sale, Partnership applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof; or (ii) in connection with the provisions sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Partnership. Upon delivery by the Company Partnership to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Guarantees. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with the provisions Section 4.07 hereof; or (ii) in connection with any sale or other disposition of Section 4.10 all of the Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; (iii) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee pursuant to Section 4.13 hereof or a release or discharge of all guarantees by such Subsidiary Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee; or (iv) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; (v) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Company or any other Subsidiary of the Company; or (vi) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. The Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall, at the sole cost and expense of the Loan Parties, be automatically released (a) Concurrently upon the occurrence of the Facility Termination Date, (b) upon the Disposition of such Collateral (as part of or in connection with any sale Disposition permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition is made in compliance with the terms of assets this Agreement, (includingc) if the release of such Lien is approved, if applicableauthorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01), (d) to the extent such property constitutes Excluded Property or (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty to the extent such release of a Guarantor is made in compliance with the terms of this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any Disposition, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor which shall continue to constitute part of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. Upon delivery by the Company Collateral except to the Trustee extent comprised of an Officers' Certificate to the effect that such sale Excluded Property or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, otherwise released in accordance with the provisions of the Indenture Loan Documents. Additionally, the Administrative Agent, the Lenders and this Supplemental Indenturethe L/C Issuer hereby irrevocably agree that a Guarantor shall be released from its Guaranty upon (x) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof, including without limitation(y) such Guarantor becoming an Excluded Subsidiary in accordance with the terms hereof; provided that if any Restricted Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of such Restricted Subsidiary becoming an Immaterial Subsidiary, Section 4.10 such Guarantor shall be released from the Guarantees only (i) if no Default then exists and (ii) upon the Administrative Agent’s receipt of a written request therefor from the Borrower, or (z) the Disposition of such Guarantor to any Person (other than a Loan Party) that is permitted hereby or to which the Required Lenders (or such other percentage of the IndentureLenders whose consent may be required in accordance with Section 11.01) have otherwise consented such that after giving effect to such Disposition such Guarantor ceases to be a Restricted Subsidiary. The Administrative Agent, the Trustee shall Lenders and the L/C Issuer hereby authorize the Administrative Agent to execute and deliver any documents reasonably required in order instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Loan Party’s Guaranty or Collateral pursuant to the Guaranteeing Subsidiary from its Obligations under foregoing provisions of this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If paragraph, all without the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guaranteefurther consent or joinder of the Administrative Agent, it shall remain liable for any Lender or the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental IndentureL/C Issuer.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 4.07 hereof. The Guarantee or the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets obligations under Section 10.04 hereof of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger or consolidation), if the event of an Asset Sale, Partnership applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof; or (ii) in connection with the provisions sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Partnership. Upon delivery by the Company Partnership to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was 101 made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Guarantees. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently In connection with any sale Enforcement Action by the Directing First Lien Collateral Agent or any other exercise by the Directing First Lien Collateral Agent of assets (including, if applicable, all rights or remedies in respect of the Capital Stock Collateral (including any Disposition of a Guaranteeing Subsidiaryany of the Collateral by any Obligor, with the consent of the Directing First Lien Collateral Agent, after the occurrence and during the continuance of an “event of default” under the First Lien Documents), all Liensin each case, prior to the Discharge of First Lien Obligations, the Directing First Lien Collateral Agent is irrevocably authorized (at the cost of the Obligors in accordance with the terms of the applicable First Lien Financing Document and without any consent, sanction, authority or further confirmation from the Directing Second Lien Collateral Agent, any other Second Lien Claimholder or any Obligor): (i) to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of such Enforcement Action or such other exercise of rights or remedies, in which case the Liens or any other claim over the asset that is the subject of such Enforcement Action, if any, in favor of any Second Lien Collateral Agent, for itself or for the benefit of the Trustee other Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the assets sold thereby discretion of the Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases); and (ii) if the asset that is the subject of such Enforcement Action consists of the equity interests of any Obligor, to release (x) such Obligor and any subsidiary of such Obligor from all or any part of its First Lien Obligations, in which case such Obligor and any subsidiary of such Obligor shall be released; provided automatically, unconditionally and simultaneously released to the same extent from its Second Lien Obligations, and (y) any Liens or other claims on any assets of such Obligor and any subsidiary of such Obligor, in which case the Liens or other claims on such assets of each Second Lien Collateral Agent, for itself or for the benefit of its Related Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as such Liens of the Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the event discretion of an Asset Salethe Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases). Each Second Lien Collateral Agent, for itself or on behalf of its Related Second Lien Claimholders, promptly shall execute and deliver to the Net Proceeds Directing First Lien Collateral Agent or such Obligor such termination statements, releases and other documents as the Directing First Lien Collateral Agent or such Obligor may request to effectively confirm the foregoing releases upon delivery to the Second Lien Collateral Agents of copies of such termination statements, releases and other documents used to effect such releases with respect to the Collateral securing the First Lien Obligations from a Responsible Officer of the requesting party. The proceeds of any such sale or other disposition are treated Disposition shall be applied in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture4.1.

Releases. (a) Concurrently with any sale of assets (includingIf the ABL Agent, if applicable, all on behalf of the Capital Stock ABL Claimholders, releases any of a Guaranteeing Subsidiaryits Liens on any part of the ABL Collateral, in connection with (A) any Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a), all but excluding any Disposition described in clause (C) below) by the ABL Agent with respect to such ABL Collateral, (B) so long as such sale, transfer or other disposition is permitted by the ABL Loan Documents and the Term Debt Documents, any Disposition of such ABL Collateral (other than in connection with a Refinancing as described in Section 5.5), irrespective of whether an ABL Default has occurred and is continuing, or (C) the Disposition by any Grantor of such ABL Collateral with the consent of the ABL Agent so long as, in the case of any Disposition of such ABL Collateral pursuant to this clause (C), (i) an ABL Default has occurred and is continuing, (ii) the net cash Proceeds received from such Disposition shall be applied to repay the ABL Obligations and the commitments under the ABL Credit Agreement shall be permanently reduced by an amount equal to the amount of such net cash Proceeds, (iii) such Disposition shall be conducted in a commercially reasonable manner, and (iv) the Term Debt Trustee shall have received no less than five (5) Business Days’ prior written notice of such Disposition, then the Liens, if any, in favor of the Term Debt Trustee on the ABL Collateral sold or disposed of in the assets sold thereby connection therewith, shall be automatically, unconditionally and simultaneously released; provided that in that, to the event extent the Proceeds of an Asset Salesuch ABL Collateral are not applied to reduce ABL Obligations, the Net Term Debt Trustee shall retain a Lien on such Proceeds from such sale or other disposition are treated in accordance with the provisions terms of Section 4.10 of this Agreement, and such Proceeds shall be remitted to the IndentureTerm Debt Trustee for application to the Term Debt Obligations. If The Term Debt Trustee shall promptly execute and deliver to the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) ABL Agent or the Person acquiring the property (in the event of a sale or applicable Grantor such termination statements, releases and other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, documents as the case ABL Agent or such Grantor may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of effectively confirm such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelease.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Collateral Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon (i) delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary and (ii) in the event case of the Notes Collateral Agent, delivery of such certificates and other documents required to be delivered under the Notes Documents, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all Subject to Section 11.9 of the Capital Stock Credit Agreement, at such time as the Secured Obligations (other than (1) contingent indemnification obligations, (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 and (3) Letters of a Guaranteeing Subsidiary), all Liens, if any, Credit that have been Cash Collateralized) shall have been paid in favor of full in cash and the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset SaleRevolving Credit Commitments have been terminated, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) Collateral shall be released from the Liens created hereby, and relieved this Agreement and all obligations (other than those expressly stated to survive such termination) of its Obligations under this Supplemental Indenture the Administrative Agent and its Subsidiary Guarantee made pursuant hereto; provided that 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. (b) Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be sold or otherwise disposed of by any Grantor in a transaction permitted by the event Loan Documents, then such Collateral shall be released from the Liens created thereby, without delivery of an Asset Saleany instrucment or performance of any act by any party. The Administrative Agent, at the Net Proceeds from request and sole expense of such sale Grantor, shall execute and deliver to such Grantor all releases or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order necessary or desirable to evidence the release of the Guaranteeing Liens created hereby on such Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary from its Obligations under this Supplemental Indenture of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and its Subsidiary Guarantee made pursuant hereto. If at the Guaranteeing Subsidiary is not expense of the Grantors, such Grantor shall be released from its obligations under hereunder; provided that the Borrower shall have delivered to the Administrative Agent, at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its Subsidiary Guaranteesole discretion) prior to the date of the proposed release, it shall remain liable for written notification thereof identifying the full amount relevant Grantor and a description of principal of the sale or other disposition in reasonable detail, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.Loan Documents. 28 60010211_5 SECTION 7.17

Releases. (a) Concurrently The Issuers shall be entitled to sell and obtain a release from the Lien of this Indenture (i) any Railcar with respect to which an Event of Loss shall have occurred, (ii) any sale Scrapped Railcar, (iii) any Railcar having a net sales price in excess of assets (includingits Stated Value, if applicableto do so would be, all in the Manager's good faith determination, in the best interests of the Capital Stock of a Guaranteeing Subsidiary)relevant Issuer, all Liens, if any, in favor of and (iv) any Railcar required to be purchased or substituted for by the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated Manager in accordance with the provisions of Section 4.10 4.04 of the Indenture. If Management Agreement or purchased by the assets Servicer in accordance with Section 4.03 of the Servicing Agreement; provided, however, that (A) except in the case of (x) Railcars sold subsequent to the occurrence of an Event of Loss with respect thereto, (y) Scrapped Railcars and (z) Railcars so purchased or substituted by the Manager or the Servicer, the aggregate Stated Value of the Railcars sold in such sale or other disposition include all or substantially all sales cannot exceed more than 10% of the assets sum of a Guaranteeing Subsidiary or (I) the aggregate Stated Values of all Initial Railcars as of the Capital Stock Closing Date and (II) the aggregate Stated Value of a Guaranteeing Subsidiaryall Prefunded Railcars purchased on the Prefunded Railcar Acquisition Date, then and (B) in making the Guaranteeing Subsidiary good faith determination referenced above, any successor to the Initial Manager shall be entitled to base such determination upon appraisals furnished by Independent Appraisers. Any such sale (in the event of other than a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiaryresulting from an event described in clause (i) 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 Guaranteeing Subsidiaryiv), above) shall be released from made only to entities which are not Affiliates of The Andersons and relieved only if the release of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event such Railcar will not result in, or exacerbate, a breach of an Asset Sale, the Net Proceeds from a Concentration Limit. Any proceeds of such sale or other disposition are treated in accordance with shall be deposited into the provisions of Section 4.10 of relevant Collection Account and thereafter the Indenture. Upon delivery by relevant Issuer shall be entitled to obtain a release from 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions Lien of the Indenture of any sold Railcar (and this Supplemental Indentureany related Lease and other Railcar Assets related solely to such Railcar) if such Issuer delivers to the Indenture Trustee and the Class A Note Insurer an Officer's Certificate (x) identifying the Railcars (and any related Lease and other Railcar Assets) to be released, including without limitation, Section 4.10 of (y) certifying that the Indenture, conditions precedent to such release contained in the Trustee shall execute any documents reasonably required in order to evidence Transaction Documents had been complied with and (z) requesting the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturethereof.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all otherwise, or any sale of the Capital Stock of any Guarantor, in each case to a Guaranteeing SubsidiaryPerson that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, then the Guaranteeing Subsidiary such Guarantor (in the event of a sale sale, by way of merger, consolidation or other disposition of all otherwise, of the Capital Stock of such Guaranteeing Guarantor and so long as immediately following such sale such Guarantor is no longer a Restricted Subsidiary) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided PROVIDED that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture its Subsidiary Guarantee. If the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the Capital Stock assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such 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 Guaranteeing SubsidiaryGuarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. In the event the Company designates any such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. In the Indentureevent 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 of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 hereof, or upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or simultaneously 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 shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. Subtenant hereby releases the Main Landlord and each Condominium Board and the other Superior Parties with respect to any covered loss (aincluding a claim for negligence, but excluding a claim based upon willful misconduct) Concurrently which any of the foregoing might otherwise have against the other for loss, damage or destruction with respect to Subtenant’s Property by fire or other covered peril (including rental value or business interruption) occurring during the Term to the extent to which any of the foregoing are insured under a policy containing a waiver of subrogation or permission for waiver. Notwithstanding anything contained in this Sublease to the contrary, neither Main Landlord nor Sublandlord shall be liable to Subtenant in connection with any sale matter arising from or relating to this Sublease for any consequential, special or indirect damages. The provisions of assets (including, if applicable, all this Section shall survive the expiration or earlier termination of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, this Sublease. Subtenant will cause its insurance carriers to include any clauses or endorsements in favor of the Trustee in Main Landlord and Sublandlord which Sublandlord is required to provide pursuant to the assets sold thereby provisions of the Main Lease as follows: (a) the insurance company shall be released; provided that provide Sublandlord with thirty (30) days’ prior notice, or ten (10) days’ prior notice in the event of cancellation for nonpayment of premium, before Subtenant’s insurance policy shall be cancelled; (b) Subtenant shall be solely responsible for the payment of premiums therefor notwithstanding that Sublandlord is named as an Asset Saleadditional insured with respect to general liability insurance; (c) a completed operations endorsement to Subtenant’s commercial general liability insurance; and (d) a stipulated (agreed) valuation endorsement for Subtenant’s “cause of loss/special form” coverage upon Subtenant’s Property for one hundred percent (100%) of replacement cost. Each of Landlord, the Net Proceeds from Condominium, any Superior Party, including the Public Parties, and Sublandlord, although named as additional insureds with respect to the general liability, nevertheless shall continue to be named as such sale additional insured under said policies for so long as such policies are in effect for any loss or other disposition are treated in accordance with damages occasioned during the provisions Term to any of Section 4.10 them, their respective agents, employees, contractors, directors, shareholders, partners and principals (disclosed or undisclosed) by reason of the Indenture. If the assets sold in such sale negligence, acts or other disposition include all or substantially all omissions of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing SubsidiarySubtenant, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from its servants, agents and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indentureemployees.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of any Holder: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the property and assets of such Guaranteeing SubsidiaryGuarantor (including by way of merger, consolidation or otherwise) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleIssuer, the Net Proceeds from if such sale or other disposition are treated does not violate the provisions of this Indenture as set forth in Section 4.10; (b) in connection with any sale or other disposition of all or a portion of the Capital Stock of such Guarantor (so that after giving effect to such sale or other disposition such Guarantor would no longer qualify as a Subsidiary to the Issuer) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer or any other sale, issuance or disposition of Capital Stock of such Guarantor that causes it to cease to be a Subsidiary of the Issuer, in each case, if such sale or other disposition does not violate the provisions of this Indenture set forth under Section 4.10; (c) if the Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this indenture as set forth in Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that 4.17; (d) if such sale or other disposition was made by the Company or the Guaranteeing Guarantor becomes a Foreign Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing an Immaterial Subsidiary or an Excluded Regulated Subsidiary; (e) if such Guarantor is released or discharged from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from (i) its obligations under its Subsidiary guarantee under the Revolving Credit Facility or (ii) its guarantee of Indebtedness that resulted in the obligation of such Guarantor to provide a Note Guarantee if such Guarantor would not then otherwise be required to provide a Note Guarantee, it shall remain liable for except if a release or discharge is by or as a result of (x) the termination or other repayment in full amount of principal of and interest on the Notes and for the other all obligations of such Guaranteeing Subsidiary under the Indenture as provided Revolving Credit Facility or (y) payment in this Supplemental Indenture.connection with the enforcement of remedies under such other guarantee (it being understood that a release subject to a

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the Capital Stock assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a [Restricted] 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 Guaranteeing SubsidiaryGuarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of any obligations under its Note Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default that has occurred and is continuing. If such Guarantor is not released and relieved of its Obligations obligations under this Supplemental Indenture its Note Guarantee because a Default or Event of Default has occurred and its is continuing immediately after giving effect to such sale, such Guarantor will be released and relieved of such obligations as soon thereafter as all Default and Events of Default have been waived or cured. If the Company designates any Restricted Subsidiary Guarantee made pursuant hereto; provided that in the event of is a Guarantor as an Asset Sale, the Net Proceeds from such sale or other disposition are treated Unrestricted Subsidiary in accordance with the provisions of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 4.19 of the Indenture, the such Restricted Subsidiary will be released and relieved of any obligations under its Note Guarantee. The Trustee shall execute any documents reasonably required requested in order to evidence the release of any Guarantor, pursuant to the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If provisions of Section 12.05 of the Guaranteeing Subsidiary is not released Indenture, from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the IndentureIndenture (it being understood that only 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). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the IndentureIndenture (it being understood that only 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations Obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (includingNotwithstanding Section 10.03, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such (a) a sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a Guaranteeing Subsidiary sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, or (b) a Guaranteeing designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, which sale or other disposition or which designation otherwise complies with the terms of this Indenture, then the Guaranteeing such Subsidiary Guarantor (in the event of a sale or other disposition disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Guaranteeing Subsidiary Guarantor or in the event of a designation of such Subsidiary Guarantor as an Unrestricted Subsidiary) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor) shall be released from and relieved of its any Guarantee Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated applied in accordance with the provisions of Section 4.10 of the Indenture4.08 hereof. Upon delivery by the Company to the Trustee of an Officers' Officer's Certificate and Opinion of Counsel, to the effect that such sale or other disposition or that such designation was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Sections 4.08 or 4.09 hereof, Section 4.10 of the Indentureas applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any such Subsidiary Guarantor from its Guarantee Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee. If the Guaranteeing Any Subsidiary is Guarantor not released from its obligations Guarantee Obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all otherwise, or any sale of the Capital Stock of any Guarantor, in each case to a Guaranteeing SubsidiaryPerson that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, then the Guaranteeing Subsidiary such Guarantor (in the event of a sale sale, by way of merger, consolidation or other disposition of all otherwise, of the Capital Stock of such Guaranteeing Guarantor and so long as immediately following such sale such Guarantor is no longer a Restricted Subsidiary) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided PROVIDED that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture its Subsidiary Guarantee. If the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 12.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with the provisions Section 4.07 hereof; or (ii) in connection with any sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently with If, at any sale time any Grantor or the holder of assets any Senior Lender Claim delivers notice to the Second Priority Agent that any specified Common Collateral (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include including all or substantially all of the assets equity interests of a Guaranteeing Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or all any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Series A Credit Agreement and the Series B Credit Agreement or (ii) following the occurrence and during the continuance of a Release Event, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged. Upon delivery to the Second Priority Agent of a Guaranteeing Subsidiary, then notice from the Guaranteeing Subsidiary First Lien Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon the Second Priority Agent’s release) (whether in the event of connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), the Second Priority Agent will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms at the expense of the Capital Stock Company. In the case of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture Senior Lender Claims is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in on the assets sold thereby shall be released; provided that in the event of an Asset SaleDisposition, the Net Proceeds Available Cash from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) ARP or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such Available Cash of that sale or other disposition are treated in accordance with the provisions Section 4.07 hereof; or (ii) in connection with any sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Available Cash of that sale in accordance with Section 4.07 hereof; or (iii) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the this Indenture and this Supplemental Indenture, including without limitationlimitation Section 4.07 hereof, Section 4.10 or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Collateral Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second- Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary (whether in the event of connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. The Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall, at the sole cost and expense of the Loan Parties, be automatically released (a) Concurrently upon the occurrence of the Facility Termination Date, (b) upon the Disposition of such Collateral (as part of or in connection with any sale Disposition permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition is made in compliance with the terms of assets this Agreement, (includingc) if the release of such Lien is approved, if applicableauthorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01), (d) to the extent such property constitutes Excluded Property or (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty to the extent such release of a Guarantor is made in compliance with the terms of this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any Disposition, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor which shall continue to constitute part of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. Upon delivery by the Company Collateral except to the Trustee extent comprised of an Officers' Certificate to the effect that such sale Excluded Property or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, otherwise released in accordance with the provisions of the Indenture Loan Documents. Additionally, the Administrative Agent, the Lenders and this Supplemental Indenturethe L/C Issuer hereby irrevocably agree that a Guarantor shall be released from its Guaranty upon (x) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof, including without limitation(y) such Guarantor becoming an Excluded Subsidiary in accordance with the terms hereof; provided that if any Restricted Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of such Restricted Subsidiary becoming an Immaterial Subsidiary, Section 4.10 such Guarantor shall be released from the Guarantees only (i) if no Default then exists and (ii) upon the Administrative Agent’s receipt of a written request therefor from the Borrower, or (z) the Disposition of such Guarantor to any Person (other than a Loan Party) that is permitted hereby or to which the Required Lenders (or such other percentage of the IndentureLenders whose consent may be required in accordance with Section 11.01) have otherwise consented such that after giving effect to such Disposition such Guarantor ceases to be a Restricted Subsidiary. The Administrative Agent, the Trustee shall Lenders and the L/C Issuer hereby authorize the Administrative Agent to execute and deliver any documents reasonably required in order instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Loan Party’s Guaranty or Collateral pursuant to the Guaranteeing foregoing provisions of this paragraph, all without the further consent or joinder of the Administrative Agent, any Lender or the L/C Issuer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Revolving Commitment Applicable Percentage Bank of America, N.A. $85,000,000.00 21.000000000% Royal Bank of Canada $77,500,000.00 19.000000000% Bank of Montreal, Chicago Branch $57,500,000.00 14.000000000% National Bank of Canada $55,000,000.00 13.750000000% Fédération Des Caisses Xxxxxxxxxx Du Québec $50,000,000.00 12.500000000% ING Capital LLC $50,000,000.00 12.500000000% Xxxxxxx Xxxxx Bank USA $25,000,000.00 6.250000000% Total $400,000,000.00 100.000000000% SCHEDULE 5.13 SUBSIDIARIES Loan Party or Subsidiary from its Obligations under this Supplemental Indenture Jurisdiction of Organization Outstanding Capital Stock and its Holder(s) Percentage Owned Coeur Explorations, Inc. Idaho 2,500 shares (Coeur Mining, Inc.) 100% Coeur Alaska, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur Rochester, Inc. Delaware 1,000 Common shares (Coeur Mining, Inc.) 100% Coeur South America Corp. Delaware 10,000 Common shares (Coeur Capital, Inc.) 100% Coeur Sub One, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur Sub Two, Inc. Delaware 100 Common shares ( Coeur Sub One, Inc.) 1 Preferred share (Coeur South America Corp.) 100% Coeur Capital, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur New Zealand, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Xxxxxx Resources, Inc. Nevada 1,000 Common shares (Coeur Sub Two, Inc.) 10 Series A Preferred shares (Palmarejo Silver and Gold ULC) 100% Xxxxxx Services, Inc. Nevada 1,000 Common shares (Coeur Sub Two, Inc.) 10 Series A Preferred shares (Palmarejo Silver and Gold ULC) 100% Mexco Holdings, LLC Nevada All LLC Interest held by Coeur Sub Two, Inc. 100% Mexco Resources, LLC Nevada All LLC Interest held by Coeur Sub Two, Inc. 100% Xxxxxxxx Mining Corporation Arizona 1,000 Common shares (Coeur Mining, Inc.) 100% Servicios Administrativos Palmarejo, S.A. de C.V. Mexico 25 Series A shares (Mexco Holdings, LLC) 25 Series A shares (Mexco Resources, LLC) 100% Servicios Profesionales Palmarejo, S.A. de C.V. Mexico 25,000 Series A shares (Mexco Holdings, LLC) 25,000 Series A shares (Mexco Resources, LLC) 100% Coeur Mexicana, S.A. de C.V. Mexico 38,433 Series A shares and 104,872,866 Series B shares (Xxxxxx Services, Inc.) 469 Series A shares and 1,280,313 Series B shares (Xxxxxx Resources, Inc.) 10,978 Series A shares and 29,954,203 Series B shares (Magnetic Resources, LTD) 120 Series A shares and 328,401 Series B shares (Coeur San Xxxxxx Corp.) 100% Palmarejo Silver and Gold ULC Canada 94,335,238 Common shares (Coeur Sub Two, Inc.) 100% Coeur Argentina, S.R.L. Argentina 14,154 quotas (Coeur South America Corp.) 90,652 quotas (Coeur Mining, Inc.) 100% Coeur Gold New Zealand, Ltd. New Zealand 5,179,960 Shares (Coeur New Zealand, Inc.) 100% Golden Cross Joint Venture New Zealand 80% (Coeur Gold New Zealand, Ltd.) 20% (Coeur New Zealand II, LLC) 100% Coeur La Preciosa Silver Corp. Canada 146,580,527 shares (Coeur Mining, Inc.) 100% Coeur San Xxxxxx Corp. Delaware 100 common shares (Coeur Mining, Inc.) 100% Magnetic Resources Ltd. Canada 8,400,000 (Coeur San Xxxxxx Corp.) 100% Loan Party or Subsidiary Guarantee made pursuant heretoJurisdiction of Organization Outstanding Capital Stock and Holder(s) Percentage Owned Wharf Resources (U.S.A.), Inc. Colorado 50,000 common shares (Coeur Mining, Inc.) 100% Wharf Resources Management Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc.) 100% Wharf Reward Mines Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc. 100% Wharf Gold Mines Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc. 100% Golden Reward Mining Company Limited Partnership Delaware 1% partnership interest (Wharf Reward Mines Inc.) 99% partnership interest (Wharf Gold Mines Inc.) 100% Coeur Gold New Zealand II, LLC Delaware All LLC Interest held by Coeur Mining, Inc. 100% 1132917 B.C. LTD Delaware 100 Shares held by Grizzly Acquisition LLC 100% Silvertip Joint Venture Canada 85% (Coeur Silvertip Holdings Ltd.) 15% (Coeur Mining, Inc.) 100% Coeur Explorations Canada LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% Coeur Explorations Canada, Ltd. Canada 100 common shares (Coeur Explorations Canada, LLC) 100% San Francisco Exploraciones holdings I, LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% San Francisco Exploraciones Holdings II, LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% San Francisco Exploraciones, S.A. de C.V. Mexico 99,000 fixed shares and 26,276,942 variable shares (San Francisco Exploraciones Holdings I, LLC) 1,000 fixed shares and 265,421 variable shares (San Francisco Exploraciones Holdings II, LLC) 100% Coeur Sterling Holdings LLC Delaware All LLC Interests held by Coeur Mining, Inc. 100% Sterling Intermediate Holdco, Inc. Delaware 100 common shares (Coeur Sterling Holdings, LLC) 100% Bluestone Resources (Alaska) Inc. Alaska 100 common shares (Sterling Intermediate Holdco, Inc.) 100% Coeur Silvertip Holdings Ltd Canada 835,712,790.71 common shares (Coeur Mining, Inc.) 100% SCHEDULE 5.17 IP RIGHTS A. Trademarks (except domain names) Mark Serial/ Registration Number Filing/ Registration Date Owner Status/ Country U.S. Federal COEUR Serial No. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee75/014,957 Reg. No. 2,008,409 Filing Date 11/3/1995 Reg. Date 10/15/1996 Coeur Mining, it shall remain liable for the full amount Inc. (f/k/a Coeur d’Xxxxx Xxxxx Corporation) Registered Renewal due 10/15/2026 COEUR ALASKA Serial No. 88/869,662 Reg. No. 6,179,940 Filing Date 4/13/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of principal Use due 10/20/2026 COEUR MINING And Design Serial No. 85/881,549 Reg. No. 4,479,074 Filing Date 3/20/2013 Reg. Date 2/4/2014 Coeur Mining, Inc. (f/k/a Coeur d’Xxxxx Xxxxx Corporation) Registered Renewal due 2/4/2034 COEUR LOGO (Horizontal) Serial No. 85/898,245 Reg. No. 4,436,221 Filing Date 4/8/2013 Reg. Date 11/19/2013 Coeur Mining, Inc. (f/k/a Coeur d’Xxxxx Xxxxx Corporation) Registered Renewal due 11/19/2033 COEUR MEXICANA Serial No. 90/230,407 Reg. No. 6,647,776 Filing Date 10/1/2020 Reg. Date 2/15/2022 Coeur Mining, Inc. Registered Declaration of and interest on the Notes and for the other obligations Use due 2/15/2028 COEUR MINING Serial No. 88/866,128 Reg. No. 6,179,520 Filing Date 4/9/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.Use due 10/20/2026 COEUR MINING WE PURSUE A HIGHER STANDARD (Design) Serial No. 88/866,264 Reg. No. 6,179,526 Filing Date 4/9/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 COEUR ROCHESTER Serial No. 88/869,601 Reg. No. 6,304,341 Filing Date 4/13/2020 Reg. Date 3/30/2021 Coeur Mining, Inc. Registered Declaration of Use due 3/30/2027 COEUR SILVERTIP Serial No. 87/633,992 Reg. No. 6,075,358 Filing Date 10/4/2017 Reg. Date 6/9/2020 Coeur Mining, Inc. Registered Declaration of Use due 6/9/2026 Mark Serial/ Registration Number Filing/ Registration Date Owner Status/ Country COEUR STERLING Serial No. 88/865,891 Reg. No. 6,351,652 Filing Date 4/9/2020 Reg. Date 5/18/2021 Coeur Mining, Inc. Registered Declaration of Use due 5/18/2027 COEUR WHARF Serial No. 86/515,997 Reg. No. 4,933,836 Filing Date 1/27/2015 Reg. Date 4/5/2016 Coeur Mining, Inc. Registered Renewal due 4/5/2026 WE PURSUE A HIGHER STANDARD Serial No. 88/871,630 Reg. No. 6,180,073 Filing Date 4/14/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 Foreign COEUR LOGO Serial No. 3257868 Reg. No. 2798994 Filing Date 6/25/2013 Reg. Date 4/27/2016 Coeur Mining, Inc. Argentina Renewal due 4/27/2026 COEUR LOGO Serial No. 3257870 Reg. No. 2722043 Filing Date 6/25/2013 Reg. Date 4/24/2015 Coeur Mining, Inc. Argentina Renewal due 4/24/2025 COEUR LOGO Serial No. SM3403- 2013 Reg. No. 150280-C Filing Date 6/28/2013 Coeur D’Alene Mine Corp. Bolivia Renewal due 7/21/2024 COEUR SILVERTIP Serial No. 1,868,946 Reg. No. TMA1,070,495 Filing Date 11/21/2017 Reg. Date 1/22/2020 Coeur Mining, Inc. Canada Renewal due 1/22/2030 COEUR SILVERTIP WE PURSUE A HIGHER STANDARD Serial No. 2058184 Reg. No. TMA1,169,848 Filing Date 10/16/2020 Reg. Date 3/8/2023 Coeur Mining, Inc. Canada Renewal due 3/8/2033 COEUR LOGO Serial No. 1,622,432 Reg. No. TMA903,557 Filing Date 4/12/2013 Reg. Date 5/13/2015 Coeur Mining, Inc. Canada Renewal due 5/13/2030 COEUR LOGO Serial No. 1054875 Reg. No. 1112927 Filing Date 4/19/2013 Reg. Date 7/22/2014 Coeur Mining, Inc. Chile Due 7/22/2024 COEUR (Class 6) Serial No. 916799 Reg. No. 1031576 Filing Date 2/26/2008 Reg. Date 3/19/2008 Coeur Mining, Inc. Mexico Renewal due 2/26/2028 COEUR Serial No. 916800 Reg. No. 1031577 Filing Date 2/26/2008 Reg. Date 3/19/2008 Coeur Mining, Inc. Mexico Renewal due 2/26/2028 Mark Serial/ Registration Number Filing/ Registration Date Owner Status/ Country COEUR LOGO Serial No. 1389289 Reg. No. 1527278 Filing Date 7/3/2013 Reg. Date 4/1/2015 Coeur Mining, Inc. Mexico Renewal due 7/3/2033 COEUR LOGO Serial No. 1389288 Reg. No. 1539123 Filing Date 7/3/2013 Reg. Date 5/20/2015 Coeur Mining, Inc. Mexico Renewal due 7/3/2033 COEUR MEXICANA Serial No. 2431509 Reg. 2189075 Filing Date 10/1/2020 Reg. Date 12/15/2020 Coeur Mining, Inc. Mexico Renewal due 10/1/2030 COEUR MEXICANA Serial No. 2431510 Reg. No. 2189076 Filing Date 10/1/2020 Reg. Date 12/15/2020 Coeur Mining, Inc. Mexico Renewal due 10/1/2030 PERSEGUIMOS UN EST? NDAR M?S ALTO Serial No. 133288 Reg. No. 120019 Filing Date 1/20/2021 Reg. Date 3/19/2021 Coeur Mining, Inc. Mexico Renewal due 3/19/2031 PERSEGUIMOS UN EST? NDAR M?S ALTO Serial No. 133289 Reg. No. 120020 Filing Date 1/20/2021 Reg. Date 3/19/2021 Coeur Mining, Inc. Mexico Renewal due 3/19/2031 WE PURSUE A HIGHER STANDARD Serial No. 132612 Reg. No. 119432 Filing Date 11/26/2020 Reg. Date 2/8/2021 Coeur Mining, Inc. Mexico Renewal due 2/8/2031 WE PURSUE A HIGHER STANDARD Serial No. 132611 Reg. No. 119571 Filing Date 11/26/2020 Reg. Date 2/19/2021 Coeur Mining, Inc. Mexico Renewal due 2/19/2031 COEUR LOGO Serial No. 975687 Reg. No. 975687 Filing Date 4/16/2013 Reg. Date 10/17/2013 Coeur Mining, Inc. New Zealand Renewal due 4/8/2033

Releases. From and after the Effective Date, Tenant agrees that the Landlord Indemnitees shall be and are released and discharged from any and all of the Claims relating to or arising from (a) Concurrently with any sale of assets (including, if applicable, all Tenant's use of the Capital Stock of a Guaranteeing Subsidiary)Premises, (b) the Premises and all Liensareas adjacent thereto, if any(c) Landlord's ownership, in favor use or operation of the Trustee Premises during the Term as same relates to Tenant, (d) Landlord’s Renovations, (e) the Sublease and any other occupancy agreements related to any portion of the Premises, (f) the Lease and (g) the Alleged Lease Default (the “Landlord Release”); provided, the Landlord Release and Released Claims shall not include any Claims arising out of Landlord’s gross negligence or willful misconduct. From and after the last Termination Date and the timely vacation and surrender of the entire Premises by Tenant, Subtenant and any other occupant in the assets sold thereby condition required pursuant to the Lease and this Agreement, and subject to Tenant’s compliance and performance pursuant to the terms and conditions of the Lease and this Agreement, Landlord agrees that Tenant and Tenant’s partners, affiliates, subsidiaries, officers, affiliates, employees, agents, representatives, and each of their respective heirs, representatives, successors and assigns (collectively, the "Tenant Indemnitees") shall be released; provided that in released and discharged from any and all Claims relating to or arising from the event of an Asset Sale, Alleged Lease Default (the Net Proceeds from such sale or other disposition are treated “Tenant Release”). The Claims released and discharged in accordance with this Section 14 above are collectively, the “Released Claims.” Tenant, effective from and after the Effective Date, and Landlord, effective as of the effective date of the Tenant Release, each waive and agree not to commence any action, cause of action or suits in law or equity, of whatever kind or nature, including but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. Section 9601 et seq., as amended and California Health and Safety Code Sections 25300 et seq., as amended, directly or indirectly, against the Landlord Indemnitees and Tenant Indemnitees, as applicable, in connection with the Released Claims described in this Section 14 above and each expressly waives the provisions of Section 4.10 1542 of the IndentureCalifornia Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR and all similar provisions or rules of law. If the assets sold in The parties elect to and do assume all risk for such sale Claims heretofore and hereafter arising, whether now known or other disposition unknown by such party. The aforementioned release shall not include all or substantially all any Claims arising out of the assets entry into or performance of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the IndentureAgreement. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture./s/ MWS /s/ RWI Tenant Initials Landlord Initials

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in 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 the Indenture. If the assets sold in such sale or other disposition include (1) all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the assets Company in compliance with the terms of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary this Indenture; (in the event 2) of a sale or other transfer or disposition of all of the Capital Stock Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; or (3) that a Guarantor shall no longer guarantee any Debt under the Credit Agreement or (4) of defeasance or satisfaction and discharge of this Indenture pursuant to Article VIII herein, then such Guaranteeing Subsidiary) or the Person acquiring the property Guarantor (or, in the event case of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiaryclause (4), each Guarantor) shall be deemed automatically and unconditionally released from and relieved discharged of any obligations under its Obligations under this Supplemental Indenture Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and its Subsidiary Guarantee made pursuant heretothe Trustee, without any further action on the part of the Trustee or any Holder; provided that in the event case of clauses (i) and (ii) above the Company delivers an Asset Sale, Officers’ Certificate to the Net Proceeds from Trustee certifying that the net cash proceeds of such sale or other disposition are treated will be applied in accordance with Section 4.10; and provided further, that in the provisions case of Section 4.10 clause (iii) above, in the event any such released Guarantor shall thereafter Guarantee any Debt of the Indenture. 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 a Restricted Subsidiary under the Guaranteeing SubsidiaryCredit Agreement (or if any released Guarantee (the release of which is a permitted release under clause (iii) above) is reinstated or renewed), as then such released Guarantor shall guarantee the case may beNotes on the terms and conditions set forth in this Indenture, subject to future release in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto10.6. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental Indenture.Article X.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 (including by way of Section 4.10 consolidation or merger or otherwise) of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoin connection with a transaction or circumstance that does not violate the Indenture; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other (b) upon a disposition are treated in accordance with the provisions of Section 4.10 of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not violate the Indenture, after which the Subsidiary Guarantor ceases to be a Restricted Subsidiary; or (c) upon a liquidation or dissolution of the Subsidiary Guarantor so long as no Default occurs as a result thereof; or (d) [Reserved]; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to ‎Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to ‎Article XII hereof. Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate and Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation ‎Section 4.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indenturepreceding paragraph and the documents required by ‎Section 13.04, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations it has guaranteed pursuant to this ‎Article X. The Note Guaranty of such Guaranteeing Subsidiary under the Parent Guarantor will terminate (a) upon a liquidation or dissolution of the Parent Guarantor so long as no Default occurs as a result thereof; or (b) upon the merger or consolidation of the Parent Guarantor into another Person in accordance with the covenant set forth in ‎Section 5.01; or (c) upon Legal Defeasance or Covenant Defeasance pursuant to ‎Article VIII hereof or upon satisfaction and discharge of the Indenture as provided in this Supplemental Indenturepursuant to ‎Article XII hereof.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Collateral Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Collateral Agent or the Companies stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary (whether in the event of connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently The last paragraph of Article X of the Credit Agreement shall be and it hereby is amended and restated to read in its entirety as follows: Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to release any Collateral that it is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of assets (including, if applicable, all of Collateral to the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from extent such sale or other disposition are treated in accordance is permitted by the terms of Section 7.03 or is otherwise authorized by the terms of the Loan Documents. For the avoidance of doubt and without limiting the generality of the foregoing, concurrently with the provisions of Section 4.10 consummation of the Indenture. If MLP Transaction and the assets sold in such sale or other disposition include all or substantially satisfaction of each of the MLP Transaction Conditions, each Lender and the Issuing Bank hereby authorizes the Administrative Agent to terminate and release (i) the MLP Subsidiaries (including, without limitation, MLP JV LLC and Xxxxxx Gathering, LLC) from their respective obligations (x) as Guarantors (if applicable) under Article VIII of this Agreement and (y) as Grantors (if applicable) under the Pledge Agreement, (ii) all of the assets Liens and security interests granted by any MLP Subsidiary (including, without limitation, MLP JV LLC and Xxxxxx Gathering, LLC) pursuant to the Security Instruments securing repayment of a Guaranteeing Subsidiary or the Obligations and Guaranteed Liabilities under the Loan Documents and (iii) all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Liens and security interests encumbering any Mortgaged Properties or other Collateral owned by any MLP Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Saleincluding, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 MLP JV LLC and Xxxxxx Gathering, LLC) pursuant to the Security Instruments securing repayment of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary Guaranteed Liabilities under the Indenture as provided in this Supplemental IndentureLoan Documents.

Releases. (a) Concurrently with The Guaranteeing Subsidiary will be released and relived of any sale of assets obligations under its Subsidiary Guarantee, the Indenture and the Notes (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that i) 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleIssuer, the Net Proceeds from such (ii) a sale or other disposition are treated of all of the Capital Stock of the Guaranteeing Subsidiary, in accordance each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture, (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding), (v) in connection with the provisions merger or consolidation of Section 4.10 such Guaranteeing Subsidiary with (1) the Issuer or (2) any other Guaranteeing Subsidiary (provided that the surviving entity remains or becomes a Guaranteeing Subsidiary), (vi) if the Issuer properly designates the Guaranteeing Subsidiary as an Unrestricted Subsidiary under the Indenture or (vii) upon a liquidation or dissolution of such Guaranteeing Subsidiary permitted under the Indenture. Upon delivery by the Company Issuer to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 Indenture with respect to the release of the Indenturesuch Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such (i) a sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing any Subsidiary Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary or (in the event of ii) a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransactions) a Restricted Subsidiary of the Company, then such Subsidiary 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 Subsidiary Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor) shall will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided PROVIDED that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenture. In addition, in the event that the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, such Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section limitation Sections 3.09 and 4.10 of the Indenture, or notification by the Company that a Restricted Subsidiary was designated as an Unrestricted Subsidiary, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (ai) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 (including by way of Section 4.10 consolidation or merger or otherwise) of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall in connection with a transaction or circumstance that does not violate the Indenture; or (ii) upon a disposition of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not violate the Indenture, after which the Subsidiary Guarantor ceases to be released from and relieved a Restricted Subsidiary; or (iii) upon a liquidation or dissolution of its Obligations under this Supplemental Indenture and its the Subsidiary Guarantee made pursuant heretoGuarantor so long as no Default occurs as a result thereof; provided that or (iv) in connection with the event of an Asset Sale, designation by the Net Proceeds from such sale or other disposition are treated Parent Guarantor in accordance with the provisions of Section 4.10 Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the Indenture; or (v) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (vi) in connection with the release, other than the discharge through payment by the Subsidiary Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or another Guarantor under the Credit Agreement; or (vii) as set forth in the First Lien/Second Lien Intercreditor Agreement. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 4.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in Obligations it has guaranteed pursuant to this Supplemental Indenture.Article X.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Collateral Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary (whether in the event of connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a i)in connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with the provisions Section4.07 hereof; or (ii)in connection with any sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section4.07 hereof; or (iii)if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv)upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental Indenture.Article10. Back to Contents

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 such portion of the IndentureNet 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). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) 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 Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary 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 IndentureNet 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 Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including including, without limitation, Section 4.10 of the this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary 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 Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indenture.

Releases. (a) Concurrently with any sale Any Subsidiary Guarantee executed pursuant to Section 4.09 of assets the Indenture (including, if applicablewithout limitation, all any Subsidiary Guarantee of the Capital Stock Securities issued as of a Guaranteeing Subsidiarythe Issue Date), all Liens, if any, shall be automatically and unconditionally released upon the release of the guarantee or the obligation that resulted in favor Section 4.09 of the Indenture becoming applicable (other than by reason of payment under such guarantee) without any action required on the part of the Trustee in or any Holder of the assets sold thereby Securities upon such Subsidiary Guarantor ceasing to guarantee or be an obligor with respect to the Revolving Credit Facility or a guarantor or obligor under any other Credit Facility Debt or Capital Markets Debt of the Company or any of the Subsidiary Guarantors. In addition, any Subsidiary Guarantee of the Indenture shall be released; provided that in automatically and unconditionally released upon: (i) upon the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated (including by way of consolidation or merger), in accordance with the provisions one transaction or a series of Section 4.10 related transactions, of a majority of the Indenture. If total voting power of the assets sold in capital stock or other interests of such Subsidiary Guarantor (other than to the Company or any Affiliate of the Company); or (ii) upon the sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all the property of such Subsidiary Guarantor (other than to any Affiliate of the assets Company other than another Subsidiary Guarantor); provided, however, that, in each case, after giving effect to such transaction, such Subsidiary is no longer liable for any guarantee or other obligations in respect of such Guaranteeing Subsidiary) shall any Credit Facility Debt or Capital Markets Debt of the Company or any of its Subsidiaries. Any Subsidiary Guarantee also will be released from and relieved if the Company exercises its legal defeasance or its covenant defeasance option as set forth in Article Eight of its Obligations the Indenture, or if the Company’s obligations under this Supplemental the Indenture and its Subsidiary Guarantee made pursuant hereto; provided that are discharged as set forth 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 8.08 of the Indenture. Upon delivery by the The Company will give prompt written notice to the Trustee of an Officers' Certificate the automatic release of any Subsidiary Guarantee pursuant to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 10.04 of the Indenture. At the Company’s request, the Trustee shall will execute and deliver any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guaranteedocuments, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of instructions or instruments evidencing any such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelease.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the Capital Stock assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the 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 Guaranteeing SubsidiaryGuarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. In the event the Company designates any such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. In the Indentureevent 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 of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 hereof, or upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or simultaneously 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 shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 (including by way of Section 4.10 consolidation or merger or otherwise) of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoin connection with a transaction or circumstance that does not violate the Indenture; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other (b) upon a disposition are treated in accordance with the provisions of Section 4.10 of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not violate the Indenture, after which the Subsidiary Guarantor ceases to be a Restricted Subsidiary; or (c) upon a liquidation or dissolution of the Subsidiary Guarantor so long as no Default occurs as a result thereof; or (d) [Reserved]; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof. Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate and Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 4.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indenturepreceding paragraph and the documents required by Section 13.04, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations it has guaranteed pursuant to this Article X. The Note Guaranty of such Guaranteeing Subsidiary under the Parent Guarantor will terminate (a) upon a liquidation or dissolution of the Parent Guarantor so long as no Default occurs as a result thereof; or (b) upon the merger or consolidation of the Parent Guarantor into another Person in accordance with the covenant set forth in Section 5.01; or (c) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture as provided in this Supplemental Indenturepursuant to Article XII hereof.

Releases. (a) Concurrently with any sale of properties or assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the properties or assets sold thereby shall be released; 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 4.07 hereof. The Guarantee and all other obligations under the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the properties or assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided , if that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated does not violate Section 4.07 hereof; (ii) in connection with any sale or other disposition of Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if that sale or other disposition does not violate Section 4.07 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (iii) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee pursuant to Section 4.13 hereof or a release or discharge of all guarantees by such Subsidiary Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee; (iv) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.10 Indenture; (v) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the IndentureCompany or any other Subsidiary of the Company; or (vi) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of the Indenture pursuant to Article 11 hereof. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Guarantee and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the Indenture as provided in this Supplemental IndentureArticle 10.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Agent or the Borrower stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary (whether in the event of connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently with If, at any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Saletime any Grantor, the Net Proceeds from such sale First-Priority Collateral Agent or other disposition are treated in accordance with the provisions holder of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Document or (y) otherwise to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a Guaranteeing Subsidiarynotice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), then the Guaranteeing Subsidiary (whether in the event of connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms (and the Company hereby agrees to deliver any such documents reasonably requested by the First-Priority Collateral Agent in connection therewith). In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. 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 Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture First-Priority Obligations is released and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such (i) any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale or other disposition complies with Section 4.06 of the First Supplemental Indenture, (ii) in connection with any sale of all of the Capital Stock of a Guaranteeing Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale complies with Section 4.06 of the First Supplemental Indenture, (iii) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 of the First Supplemental Indenture, or (iv) the discharge or release of all guarantees by such Subsidiary Guarantor of, and all pledges of property or assets of such Subsidiary Guarantor securing, all other Indebtedness of the Company and the Restricted Subsidiaries, then the Guaranteeing Subsidiary (such Guarantor or, in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event case of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall Guarantor, the Person acquiring such property, will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary 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 the IndentureGuarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale sale, disposition, redesignation or other disposition discharge or release was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; 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 (including by way of Section 4.10 consolidation or merger or otherwise) of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoin connection with a transaction or circumstance that does not violate the Indenture; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other (b) upon a disposition are treated in accordance with the provisions of Section 4.10 of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that does not violate the Indenture, after which the Subsidiary Guarantor ceases to be a Restricted Subsidiary; or (c) upon a liquidation or dissolution of the Subsidiary Guarantor so long as no Default occurs as a result thereof; or (d) [Reserved]; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 4.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indenturepreceding paragraph and the documents required by Section 13.04, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations it has guaranteed pursuant to this Article X. The Note Guaranty of such Guaranteeing Subsidiary under the Parent Guarantor will terminate (a) upon a liquidation or dissolution of the Parent Guarantor so long as no Default occurs as a result thereof; or (b) upon the merger or consolidation of the Parent Guarantor into another Person in accordance with the covenant set forth in Section 5.01; or (c) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture as provided in this Supplemental Indenturepursuant to Article XII hereof.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in 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 the Indenture. If the assets sold in such sale or other disposition include (1) all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the assets Company in compliance with the terms of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary this Indenture; (in the event 2) of a sale or other transfer or disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Interests in any Guarantor to any Person acquiring the property (in the event of a sale or other disposition of all or substantially all that is not an Affiliate of the assets Company in compliance with the terms of this Indenture; or (3) that a Guarantor shall no longer guarantee (other than by virtue of its Note Guarantee) any Debt under the Credit Agreement, or any other Debt for borrowed money of the Company or any of its Restricted Subsidiaries of at least $25.0 million, then such Guaranteeing Subsidiary) Guarantor shall be deemed automatically and unconditionally released from and relieved discharged of any obligations under its Obligations under this Supplemental Indenture Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and its Subsidiary Guarantee made pursuant heretothe Trustee, without any further action on the part of the Trustee or any Holder; provided that in the event case of clauses (i) and (ii) above the Company delivers an Asset Sale, Officers’ Certificate to the Net Proceeds from Trustee certifying that the net cash proceeds of such sale or other disposition are treated will be applied in accordance with Section 4.10; and provided further, that in the provisions case of Section 4.10 clause (iii) above, in the event any such released Guarantor shall thereafter Guarantee any Debt of the Indenture. 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 a Restricted Subsidiary under the Guaranteeing SubsidiaryCredit Agreement or any other Debt for borrowed money of the Company or any of its Restricted Subsidiaries of at least $25.0 million (or if any released Guarantee (the release of which is a permitted release under clause (iii) above) is reinstated or renewed), as then such released Guarantor shall guarantee the case may beNotes on the terms and conditions set forth in this Indenture, subject to future release in accordance with the provisions of the Indenture and this Supplemental 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 the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto10.6. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental Indenture.Article X.

Releases. (a) Concurrently with any sale Promptly upon the satisfaction of assets the Conditions Precedent (as defined below), (i) the financing arrangements, including, if applicablewithout limitation, all Commitments, relating to the Term Loans and other Obligations as among the Loan Parties, on the one hand, and Existing Agent and Existing Lenders, on the other hand, pursuant to the Loan Agreement and the other Loan Documents shall automatically terminate, be cancelled and be of no further force and effect, except for those provisions of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor Loan Documents relating to the Continuing Obligations (as defined below) and those provisions of the Trustee Loan Documents which otherwise by their terms survive the termination thereof, (ii) all Obligations of the Loan Parties and any other person or entity liable on or in respect of the assets sold thereby Term Loans and other Obligations, whether as guarantor, endorser, surety or otherwise to Existing Agent and Existing Lenders (expressly excluding any Continuing Obligations and as provided in Section 4 below) shall be released; deemed satisfied and paid in full, and the Loan Parties shall have no other or further obligations, liabilities and indebtedness (other than with respect to the Continuing Obligations and as provided that in Section 4 below) to Existing Agent and Existing Lenders of any kind arising under or in connection with the event Loan Documents, (iii) Existing Agent and Existing Lenders shall have no further obligation to provide any other financial accommodations or have any other duties or responsibilities in connection with the Loan Documents, (iv) all security interests and liens upon, and pledges and rights of an Asset Saleset off against, any and all properties and assets of the Net Proceeds from such sale Loan Parties and any other person or entity liable on or in respect of the Term Loans and other Obligations, whether as guarantor, endorser, surety, or otherwise, including all deposit account control agreements, mortgages and all guarantees by any guarantor or other disposition are treated person under or in connection with the Loan Documents, heretofore granted, pledged or assigned by the Loan Parties to Existing Agent, for itself and on behalf of the Existing Lenders, pursuant to the Loan Documents shall be automatically released and terminated without any further action by any person, and Loan Parties or their respective designee shall thereupon be automatically authorized to file or cause to be filed UCC terminations and other lien release documents in accordance with Section 6 hereof, and (v) the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) Existing Agent shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary 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 the Indenture. Upon delivery by the Company return to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental IndentureLoan Parties all possessory Collateral, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturestock certificates.

Releases. (a) Concurrently If in connection with any sale of assets (including, if applicable, all the exercise of the Capital Stock ABL Agent’s remedies in respect of any Collateral as provided for in Section 3.1 (including any Disposition of Collateral by a Guaranteeing SubsidiaryGrantor at the direction of the ABL Agent or the other ABL Claimholders pursuant to this Agreement or the ABL Credit Agreement), all the ABL Agent, for itself and/or on behalf of any of the other ABL Claimholders, releases its Liens on any part of the Collateral, then the Secondary Liens, if any, in favor of the Trustee other Agents and Claimholders on the Collateral sold or disposed of in the assets sold thereby connection with such exercise, shall be released; automatically, unconditionally and simultaneously released if the net cash proceeds resulting from any such exercise of remedies are applied to reduce permanently the ABL Obligations. Each Agent holding such a Secondary Lien, for itself and/or on behalf of any of its respective Claimholders, promptly shall execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may reasonably request to effectively confirm such release. If, and only if, a Discharge of ABL Priority Obligations shall have occurred, and in connection with the exercise of the Senior Lien Agent’s remedies in respect of any Collateral as provided that for in the event of an Asset SaleSection 3.1, the Net Proceeds from such sale or Senior Lien Agent, for itself and/or on behalf of any other disposition are treated in accordance with the provisions of Section 4.10 Senior Lien Claimholders, releases its Liens on any part of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing SubsidiaryCollateral, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all Secondary Liens, if any, of the Capital Stock First Lien Agent, First Lien Claimholders, Junior Lien Agent and Junior Lien Claimholders on the Collateral sold or disposed of in connection with such Guaranteeing Subsidiary) or exercise shall be automatically, unconditionally and simultaneously released if the Person acquiring net cash proceeds resulting from any such exercise of remedies are applied to reduce permanently the property (in the event Senior Lien Obligations. The First Lien Agent and Junior Lien Agent holding such Secondary Liens, for themselves and/or on behalf of a sale or other disposition of all or substantially all any of the assets First Lien Claimholders and Junior Lien Claimholders, promptly shall execute and deliver to the Senior Lien Agent or such Grantor such termination statements, releases and other documents as the Senior Lien Agent or such Grantor may reasonably request to effectively confirm such release. If, and only if, a Discharge of ABL Priority Obligations and Discharge of Senior Lien Priority Obligations shall have occurred, and in connection with the exercise of the First Lien Agent’s remedies in respect of any Collateral as provided for in Section 3.1, the First Lien Agent, for itself and/or on behalf of any other First Lien Claimholders, releases its Liens on any part of the Collateral, then the Secondary Liens, if any, of the Junior Lien Agent and Junior Lien Claimholders on the Collateral sold or disposed of in connection with such Guaranteeing Subsidiary) exercise shall be automatically, unconditionally and simultaneously released if the net cash proceeds resulting from and relieved any such exercise of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in remedies are applied to reduce permanently the event First Lien Obligations. The Junior Lien Agent holding such a Secondary Lien, for itself and/or on behalf of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 any of the Indenture. Upon delivery by the Company Junior Lien Claimholders, promptly shall execute and deliver to the Trustee of an Officers' Certificate to the effect that First Lien Agent or such sale or Grantor such termination statements, releases and other disposition was made by the Company or the Guaranteeing Subsidiary, documents as the case First Lien Agent or such Grantor may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of effectively confirm such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelease.