Common use of Releases Clause in Contracts

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12. 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 in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee: (i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or (iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount. (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 14.5 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Fourteen.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or 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 Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance ; provided that such sale or Covenant Defeasance other disposition does not violate Section 4.10 hereof and, in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) abovea sale or other disposition of Capital Stock of such Guarantor, such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereofother disposition. 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 in accordance with the provisions of this Supplemental Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Supplemental Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon the liquidation or dissolution of any Guarantor, provided that no Default or Event of Default has occurred and is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Supplemental Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transaction) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) If the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the Indenture, then such Guarantor shall be released and relieved of any Obligations under its Subsidiary Guarantee in accordance with the provisions of the Indenture. (c) Upon the full and unconditional release of a Guarantee by a Subsidiary under all then outstanding Credit Facilities, then such Guarantor shall be released and relieved of any Obligations under its Subsidiary Guarantee in accordance with the provisions of the Indenture; provided, however, that in the event that any such Subsidiary thereafter Guarantees any Indebtedness of the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), then such Subsidiary shall be required to be a Guarantor by executing a supplemental indenture and providing the Trustee with an Officer's Certificate and an Opinion of Counsel. (d) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. (a) In Notwithstanding anything to the event contrary contained in either Credit Agreement, herein or in any other Loan Document, upon request of Borrower in connection with any Disposition of Property permitted by the Loan Documents, the Agent shall (without notice to or vote or consent of any sale or other disposition Secured Creditor) take such actions as shall be required to release the Security Interest in any Collateral being Disposed of all or substantially all in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents, provided that the Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the assets proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any Guarantorestimated expenses in connection therewith, together with a certification by way Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that the proceeds of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property Disposition will be released applied in accordance with the Credit Agreement and relieved of any obligations under the Guaranteeother Loan Documents. (b) In At the event request and sole expense of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or Borrower, a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as provided hereunder in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, event that all the Securities capital stock or other equity interests of such Series Subsidiary Guarantor shall be Disposed of in a transaction permitted by the applicable Credit Agreement; provided that such Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and for the terms of the Disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with the Credit Agreement and the other obligations Loan Documents and that the Proceeds of any Guarantor under this Indenture as provided such Disposition will be applied in this Article 10accordance therewith.

Releases. (a) In Upon the event request of any sale Loan Party in connection with any Disposition of Collateral or any other disposition transaction involving a proposed release of all Collateral or substantially any guarantee (other than in connection with the exercise of any Collateral Agent’s rights and remedies in respect of the Collateral provided for herein) by any Loan Party, in each case to the extent permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents (including pursuant to Section 10.4 of the Credit Agreement) and in accordance with the requirements (if any) of the relevant Security Documents, the Collateral Agent will, at the Borrower’s request and sole cost and expense, execute and deliver to such Loan Party such releases and other documents (including UCC termination statements, reconveyances, customary pay off letters and return of Collateral) as such Loan Party may reasonably request to evidence and effectuate the concurrent release of (A) with respect to any Disposition, any Lien granted under any of the Security Documents in any Collateral being disposed of in connection with such Disposition, (B) with respect to any Disposition in respect of all of the Capital Stock in, or assets of, such Loan Party, such Loan Party from its Secured Obligations under the Financing Documents and/or such assets from the Lien granted under any of the Security Documents, or (C) with respect to any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary or where it is otherwise expressly provided that such Subsidiary is no longer required to be a Guarantor under the Credit Agreement and the other applicable Financing Documents, such Subsidiary from its Secured Obligations under the Financing Documents and/or the assets of such Subsidiary from the Lien granted under any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the GuaranteeSecurity Documents. (b) In Upon the event Discharge of any sale or other disposition of Capital Stock of any Guarantor Secured Obligations, all rights to a Person that is not (either before or after giving effect the Collateral shall revert to such transaction) the Company or a Subsidiary applicable Loan Party, and, upon the written request of the Company and such Guarantor ceases Borrower, the Collateral Agent will, at the Borrower’s expense, (x) promptly cause to be a Subsidiary transferred and delivered, without any recourse, warranty or representation whatsoever, any Collateral and any proceeds received in respect thereof, (y) execute and deliver to the Borrower and the other Loan Parties such UCC termination statements and other documentation as the Borrower or any other Loan Party may reasonably request to effect the termination and release of the Company Liens on the Collateral and (z) execute and deliver to the Borrower and the other Loan Parties such other documentation as a result the Borrower or any other Loan Party may reasonably request to affect the termination of the sale or other disposition, then such Guarantor will be released and relieved of any Loan Party’s obligations under the Security Documents to which it is a party (other than any such obligation which is intended by its Guaranteeterms to survive the Discharge of Secured Obligations). (c) Upon Legal Defeasance Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, will have the exclusive right (but subject to the provisions of the Financing Documents) to make determinations regarding the release or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved disposition of any obligations of the Collateral, without any consultation with, consent of, or notice to, with respect to any of the Collateral that does not constitute Specified Hedge Collateral under any Guarantee. In applicable Specified Collateral Permitted Commodity Hedge and Power Sales Agreement, the case Secured Commodity Hedge Counterparty party thereto. (d) Each of clauses the Secured Commodity Hedge Counterparties party to a Specified Collateral Permitted Commodity Hedge and Power Sales Agreement agrees that it shall promptly, upon the written request of the Borrower, at the Borrower’s expense, execute and deliver to the Borrower and other Loan Parties such documentation as the Borrower may request from time to time to release any Lien for their benefit in such capacity on any of the Collateral that does not constitute Specified Hedge Collateral under the terms of Specified Collateral Permitted Commodity Hedge and Power Sales Agreement to which it is a party. (ae) and (b) aboveSubject to any requirements of the Financing Documents, including, without limitation, Section 13.1 of the Credit Agreement, without further written consent or authorization from any Secured Party, the Collateral Agent shall execute any documents or instruments necessary to release any Collateral or guarantee to the extent the relevant Secured Parties have consented to such sale or disposition or merger or consolidation shall be made release in accordance with the applicable provisions terms of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Financing Documents.

Releases. The Guarantee of a Guarantor will be deemed automatically discharged and released: (a1) In in connection with any direct or indirect sale, conveyance or other disposition of the event capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of any Guarantor, such Guarantor (including by way of merger, consolidation amalgamation or otherwise, consolidation) to a any Person that is not (either before or after giving effect other than to such transaction) the Company or a any Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee.; (b2) In if such Guarantor is dissolved or liquidated in accordance with the event provisions of this Indenture; (3) if the Company designates any sale such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; (4) upon the transfer of such Guarantor in a transaction that (i) qualifies as a Permitted Investment or other disposition of Capital Stock of any Guarantor to as a Person Restricted Payment that is not (either before or after giving effect to prohibited under Section 4.07 if following such transaction) the Company or a Subsidiary of the Company and transfer such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company as a result of the sale or other disposition(ii) following such transaction, then such Guarantor will be released and relieved of any obligations under its Guarantee.is a Restricted Subsidiary that is not required to become a Guarantor pursuant to Section 4.15; (c5) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 8 or Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In as applicable; or (6) in the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with any Restricted Subsidiary which after the applicable provisions date of this Indenture as established is required to guarantee the Notes pursuant to Section 2.02 hereof. Upon delivery 4.15, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness of the Company or any Restricted Subsidiary or the repayment of all the Indebtedness which resulted in an obligation to guarantee 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeNotes. Any Guarantor not released from its obligations under any its Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released: (i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation or otherwise, if the disposition is to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary another Guarantor or if the Company applies the Net Proceeds of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any that sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture the Indenture, including without limitation Section 4.10 thereof; (ii) in connection with any sale of all of the capital stock of a Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 thereof; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as established pursuant to Section 2.02 hereofan Unrestricted Subsidiary; or (iv) upon the release or discharge of all guarantees of such Guarantor, and all pledges of property or assets of such Guarantor securing, all other Indebtedness of the Company and the other Guarantors. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance ; provided that the Net Proceeds of such sale or Covenant Defeasance other disposition are applied in accordance with Article 8 hereof or satisfaction and discharge the applicable provisions of this Indenture in accordance with Article 11 Indenture, including without limitation the first paragraph of Section 4.10 hereof, each Guarantor will be released and relieved ; provided further that the failure to apply the Net Proceeds of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to will constitute an Event of Default, but will not result in the reinstatement of any Guarantee released in accordance with the provisions of this Section 2.02 hereof11.06. 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 in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Special Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that (i) the Guarantee. (b) In the event Net Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Capital Stock of any Guarantor to a Person that is not this Indenture, including without limitation Section 4.10 hereof and (either before or after giving effect to such transactionii) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that (i) such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, then including without limitation Section 4.10 hereof and (ii) that such Guarantor has ceased to be a Restricted Subsidiary of the Company as a result of such sale or other disposition, the Trustee will execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such release is authorized or permitted by this Indenture and that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any Upon (i) a sale or other disposition of all or substantially all of the assets of any Note Guarantor, by way of merger, consolidation or otherwise, (ii) a Note Guarantor becoming an Unrestricted Subsidiary pursuant to the terms of this Indenture, (iii) a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of all of the Capital Stock of any Note Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary or (iv) a sale of the Company and Capital Stock or other transaction which results in such Note Guarantor ceases ceasing to be a Subsidiary Restricted Subsidiary, then, without any action required on the part of the Company as a result Trustee or any Holder of the Notes, such Note Guarantor (in the event of a sale or other disposition, then by way of such a merger, consolidation or otherwise, of all or a portion of the Capital Stock of such Note Guarantor will or the Note Guarantor becoming an Unrestricted Subsidiary pursuant to the terms of this Indenture) 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 Note Guarantor) shall be released and relieved of any obligations under its Guarantee. Note Guarantee without any action required on the part of the Trustee or any Holder of the Notes; provided, that (ci) Upon Legal Defeasance immediately after giving effect to such transaction, no Default or Covenant Defeasance in accordance with Article 8 hereof Event of Default shall have occurred and be continuing or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) would occur as a consequence thereof and (bii) aboveif applicable, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions Net Proceeds of this Indenture as established pursuant to Section 2.02 hereof. 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 are applied in accordance with Section 4.10 of the provisions Indenture and the Collateral Documents. (b) If any Note Guarantor is released from its Guarantee to the lenders under any First Lien Credit Facility, such Note Guarantor shall be released from its obligations under the Note Guarantee without any action required on the part of this Indenture, the Trustee will execute or any documents reasonably required in order to evidence the release Holder of any Notes. A Note Guarantor may also be released from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Note Guarantee as provided in this Section 10.04 will remain liable for pursuant to the full amount Articles 8, 9 or 12 of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or 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 transactiontransactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. such Guarantor (b) In in the event of any a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and properties or assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof4.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 14.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10XIV.”

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably requested of it in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock Upon designation of any Guarantor to a Person that is not (either before or after giving effect to such transaction) as an Unrestricted Subsidiary in accordance with the Company or a Subsidiary terms of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other dispositionthis Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) In the event of any consolidation or merger if the Guarantor or surviving Person shall cease to be a Subsidiary of the Company; provided that such consolidation or merger is in accordance with the applicable provisions of this Indenture, including without limitation Section 5.01 hereof. (d) Upon the release of such Guarantor from its liability in respect of all Indebtedness of the Issuers and all other Guarantors. (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In A Guarantee as to any Guarantor shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the event Capital Stock of any sale such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or other disposition of (y) all or substantially all of the assets of any such Guarantor, by way of mergerwhich sale, consolidation exchange, disposition or otherwise, to a Person that transfer in each case is not made in compliance with Section 4.06(a)(i) and (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. ii); (b) In in the event case of any sale Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under Section 4.11, the release, discharge or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary termination of the Company and guarantee by such Guarantor ceases to be a Subsidiary of the Company guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of the sale or other disposition, then payment under such Guarantor will be released and relieved of any obligations under its Guarantee. guarantee; (c) Upon Legal Defeasance the release or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture the guarantee by, or the direct obligation of, such Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in accordance connection with Article 11 hereof, each Guarantor will be released and relieved the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions provision set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (e) upon the consolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture as established pursuant to Section 2.02 hereof. Upon delivery by Indenture; or (g) the Company occurrence of a Covenant Suspension Event; and (ii) the Issuers delivering to the Trustee an Officer’s Certificate of an Officers’ Certificate such Guarantor or the Issuers and an Opinion of Counsel to the effect Counsel, each stating that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as all conditions precedent provided for in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of Indenture relating to such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10transaction have been complied with.

Releases. (a) In Notwithstanding Section 10.03, in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property Guarantor will be released and relieved of any obligations under the Guarantee, and, for the avoidance of doubt, the Person acquiring the assets will have no obligation to provide a Guarantee. (b) In Notwithstanding Section 10.03, in the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to any series of Notes: (a) In the event of in connection with any sale or other disposition of all or substantially (i) all of the assets of any Guarantor, the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise, ) to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Company, then ; provided that the corporation acquiring requirements set forth in Section 2.04 hereto are satisfied or (ii) all of the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any Guarantor the Guaranteeing Subsidiary to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Company Company; (b) upon covenant defeasance or satisfaction and discharge with respect to such Guarantor ceases to be a Subsidiary series of Notes in accordance with Article Four of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee.Indenture; (c) Upon Legal Defeasance or Covenant Defeasance if the Holders of a majority in aggregate principal amount of such series of Notes consent to such release, in accordance with Article 8 hereof Eleven of the Indenture; (d) if the Guaranteeing Subsidiary merges with and into the Company; (e) the Guaranteeing Subsidiary merges with and into any person that is or satisfaction and discharge becomes a guarantor of this Indenture the Notes; provided that the requirements set forth in accordance Section 2.04 hereto are satisfied; or (f) upon the payment in full of the Guaranteed Obligations with Article 11 hereof, each Guarantor will be released and relieved respect to such series of Notes. In connection with any release of the Guaranteeing Subsidiary’s obligations under any Guarantee. In the case its Note Guarantee with respect to a series of clauses Notes pursuant to clause (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. Upon above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition release was made by the Company in accordance with the provisions of this the Indenture, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its GuaranteeNote Guarantee with respect to such series of Notes. Any Guarantor not The Company shall give the Holders of the Notes of such series prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its obligations under any its Note Guarantee in respect of the applicable series of Notes as provided in this Section 10.04 2.05, such Guaranteeing Subsidiary will remain liable for the full amount Guaranteed Obligations with respect to such series of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Notes.

Releases. (a) In the event of any sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the sale or other disposition, and the application of the Net Proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. (b) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Superior Energy, Issuer or a Restricted Subsidiary of the CompanyIssuer or Superior Energy, then the corporation acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person ; provided that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then and the application of the Net Proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee in accordance with the foregoing Sections 10.05(a) and (b). (c) Upon designation by Issuer of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (cd) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the occurrence of an Investment Grade Rating Event, if such Subsidiary Guarantor does not have outstanding Indebtedness, and it does not guarantee Indebtedness of Issuer, Superior Energy or any Guarantee. In the other Guarantor, in each case in excess of clauses (a) and (b) abovea De Minimis Amount, such sale or disposition or merger or consolidation shall Guarantor will be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate released and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release relieved of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Additional Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Indenture Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Indenture Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Indenture Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Indenture Guarantee. Any Guarantor not released from its obligations under any its Indenture Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) In in connection with any sale or other disposition (including by way of consolidation or merger or otherwise) of the event of any Subsidiary Guarantor or the sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, the Subsidiary Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Subsidiary of Restricted Subsidiary) in connection with a transaction or circumstance that does not violate the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. Indenture; or (b) In the event of any sale or other upon a disposition of the majority of the Capital Stock of any the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that is does not (either before or violate the Indenture, after giving effect to such transaction) which the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary Restricted Subsidiary; or (c) upon a liquidation or dissolution of the Company Subsidiary Guarantor so long as no Default occurs as a result thereof; or (d) in connection with the designation by the Parent Guarantor in accordance with the Indenture of the sale Guarantor as an Unrestricted Subsidiary or other disposition, then such the Guarantor will otherwise ceases to be released and relieved of any obligations under its Guarantee. a Restricted Subsidiary in accordance with the Indenture; or (ce) Upon upon Legal Defeasance or Covenant Defeasance in accordance with pursuant to Article 8 VIII hereof or upon satisfaction and discharge of this the Indenture pursuant to Article XII hereof; or (f) in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance connection with the applicable provisions release, other than the discharge through payment by the Subsidiary Guarantor, of this Indenture all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or another Guarantor under the Credit Agreement; or (g) as established pursuant to Section 2.02 hereofset forth in the First Lien/Second Lien Intercreditor Agreement. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.07 hereof, or such Note Guaranty is to be released pursuant to the provisions of the preceding paragraph and the documents required by Section 13.04, the Trustee will 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 GuaranteeNote Guaranty and the Indenture. Any Subsidiary Guarantor not released from its obligations under any Guarantee as provided in this Section 10.04 will its Note Guaranty shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in Obligations it has guaranteed pursuant to this Article 10X. The Note Guaranty of 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 set forth in the First Lien/Second Lien Intercreditor Agreement.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transaction) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or 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 transactiontransactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. such Guarantor (b) In in the event of any a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and properties or assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof4.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) On the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 14.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10XIV.

Releases. A Guarantee of a Subsidiary Guarantor will be automatically released and discharged in any of the following events: (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the corporation event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Company. Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Covenant Defeasance or Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Guarantee. (d) In the case of any Restricted Subsidiary which after the Issue Date, is required to Guarantee the Notes pursuant to Section 4.17 hereof, upon the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, such Guarantor will be released and relieved of any obligations under its Guarantee. A Guarantee also will be automatically released upon the applicable Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. Any Guarantor not released from its obligations under any its Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary sale or other disposition of all of the CompanyCapital Stock of any Guarantor, in each case in accordance with Section 4.10 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (d) Upon the release of any Guarantor from its obligations as a Guarantor under the Credit Agreement and any other Indebtedness of the Company, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event The Note Guarantee of any a Guarantor will automatically and unconditionally terminate and release (and thereupon will terminate and discharge and be of no further force and effect) upon: (1) a sale or other disposition (including by way of consolidation or merger) of ownership interests in the Guarantor (directly or through a parent company) (A) such that the Guarantor does not remain a Restricted Subsidiary, (B) the sale or disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, the Guarantor (other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Restricted Subsidiary) or (C) the Investment of the Companyownership interests in the Guarantor in a Fund Co-Investment Vehicle or its Restricted Subsidiaries in connection with an Investment pursuant to clause (23) of the definition of “Permitted Investments,” in each case, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee.otherwise permitted by this Indenture; (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction2) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof10, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses respectively; (a4) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenturethe Intercreditor Agreement or any Additional Intercreditor Agreement; (5) in the case of any Restricted Subsidiary that after the Issue Date is required to Guarantee the Notes pursuant to Section 4.12(a), upon the release or discharge of the guarantee of Indebtedness by such Restricted Subsidiary that resulted in the obligation to Guarantee the Notes; provided that no Event of Default would arise as a result and such Restricted Subsidiary does not guarantee any other Public Debt of the Company or any Guarantor; (6) in connection with the implementation of a Permitted Reorganization; (7) in accordance with the provisions of Article 9; or (8) with respect to an entity that is not a successor ▇▇▇▇▇▇▇▇▇, as a result of a transaction permitted by Section 5.01. (b) Upon any occurrence giving rise to a release of a Note Guarantee as specified in Sections 11.04(a)(1) through (8), the Trustee Trustee, subject to receipt of certain documents from the Issuer and/or any Guarantor requested pursuant to the terms of this Indenture and at the expense of the Issuer, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee. No release and discharge of the Note Guarantee will be effective against the Trustee or the Holders until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been satisfied and that such release and discharge is authorized and permitted under this Indenture and the Trustee shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel absolutely and without further enquiry. Neither the Issuer, the Trustee nor any Guarantor from its obligations under its Guarantee. will be required to make a notation on the Notes to reflect any such release, discharge or termination. (c) Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.04 will remain liable for the full amount of principal of, premium on, if any, interest and interest onAdditional Amounts, if any, on, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. Concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Collateral Agent 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 4.07 hereof. The Note Guarantee or the obligations under Section 10.04 hereof of a Guarantor that is a subsidiary will be automatically and unconditionally released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation if the Net Proceeds of that sale or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee.other disposition are applied in accordance with Section 4.07 hereof; (b) In the event of in connection with any sale or other disposition of all of the Capital Stock of any Guarantor to a Person Guarantor, if the Net Proceeds of that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee.are applied in accordance with Section 4.07 hereof; (c) Upon upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.16 of this Indenture; and (d) in connection with a Legal Defeasance Defeasence or Covenant Defeasance in accordance with of this Indenture under Article 8 hereof or upon satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereofIndenture. 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 in accordance with the provisions of this Indenture, including without limitation Section 4.07 hereof, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeNote Guarantees. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Guarantor, by way of amalgamation, merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee.; (b) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Cash Proceeds of such sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any its Note Guarantee. In . (e) A Guarantor’s Note Guarantee shall be automatically released upon such Guarantor being released from or discharged of, its Guarantee of, and all pledges and security, if any, granted by such Guarantor in connection with, the New Credit Facilities or such other Guarantee that resulted in the creation of such Note Guarantee (except, in the case of clauses (a) and (b) abovethe New Credit Facilities, such sale a release by or disposition or merger or consolidation shall be made in accordance with the applicable provisions as a result of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guaranteea payment thereon). Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12. 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 in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any . (b) In addition, each Guarantor not will be released from its and relieved of any obligations under any Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities its Subsidiary Guarantee: (i) upon designation of such Series and for Guarantor as an Unrestricted Subsidiary in accordance with the other obligations terms of any Guarantor under this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture as provided or satisfaction and discharge of this Indenture in accordance with Article Four of this Article 10.Indenture;

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Subsidiary Restricted Subsidiary, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Company, then Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made in accordance with does not violate the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12 of this Indenture. 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 in accordance with does not violate the provisions of this Indenture, including without limitation Section 10.12 of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee: (i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or shall have occurred and is continuing; or (iv) at such time as such Guarantor is no longer required to be a Guarantor pursuant to Section 10.17 of this Indenture. (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 14.5 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Fourteen.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Parent, the Company or a Restricted Subsidiary of the CompanyParent, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant Indenture, including without limitation Section 4.10 hereof (subject to the conditions and limitations set forth in Section 2.02 hereof4.10). 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 in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or in the event such sale or other disposition was made in accordance with the provisions of the Intercreditor Agreements, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or 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 transactiontransactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. such Guarantor (b) In in the event of any a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and properties or assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof4.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 14.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10XIV.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In the event of any sale or other disposition of Capital Stock Upon designation of any Guarantor to a Person that is not (either before or after giving effect to such transaction) as an Unrestricted Subsidiary in accordance with the Company or a Subsidiary terms of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other dispositionthis Indenture, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee. (c) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee. (d) In connection with any transaction after which any Guarantor is no longer a Restricted Subsidiary of the Company in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee. (e) If any Subsidiary Guarantor shall not guarantee any Indebtedness or other obligations under the Credit Agreement of the Company or any Domestic Restricted Subsidiary, such Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Special Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel (subject to customary qualifications and exclusions) reasonably acceptable to the Trustee to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon the merger or dissolution of a Restricted Subsidiary that is a Guarantor into the Company or another Guarantor. (e) Upon the release by the holders of the Indebtedness of the Company or any Restricted Subsidiary that is a Guarantor of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (a) no other Indebtedness of the Company (other than the Notes) or any other Restricted Subsidiary has been guaranteed by such Restricted Subsidiary, or (b) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness). Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Special Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged: (1) in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee.; (b2) In the event of in connection with any sale or other disposition of Capital Stock of any that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Company, if the Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition; (3) with respect to any Guarantor that, as of the date of this Indenture, is a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, if that Guarantor ceases to be a guarantor or other obligor with respect to any such Indebtedness; provided, however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to any Indebtedness under a Credit Facility, then such that Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance required to provide a Note Guarantee in accordance with Article 8 hereof Section 4.15 hereof; (4) with respect to any Guarantor that, as of the date of this Indenture, is not a guarantor or other obligor with respect to any Indebtedness under any Credit Facility, in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, in accordance with this Indenture, to any Subsidiary that is not a Guarantor; (5) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided in accordance with Article 11 hereof, each Guarantor will be released 8 and relieved of any obligations under any Guarantee. In Article 11; or (6) on the case of clauses (a) and Fall Away Date. (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established Any release and discharge pursuant to Section 2.02 hereof. Upon delivery by 10.05(a) shall occur automatically upon the Company to consummation of any such transaction without any further action required of the Trustee of an Officers’ Certificate and an Opinion of Counsel to Company, the effect that such sale applicable Guarantor or other disposition was made by the Company in accordance with Trustee. (c) If on any date following the provisions date of this Indenture: (1) the Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day (the “Fall Away Date”) and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the Note Guarantees of each of the Guarantors will be automatically released and Section 4.15 shall cease to apply to the Notes. The Trustee will execute any documents reasonably required in order shall have no independent obligation to evidence determine if the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as provided in this Section 10.04 will remain liable for Fall Away Date has occurred or commenced or to notify Holders regarding the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10same.

Releases. A Guarantor will be automatically and unconditionally released, discharged and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture without any further action by the Company, the relevant Guarantor or the Trustee: (a) In in the event of any sale or other disposition (i) of all or substantially all of the properties or assets of any Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. or (bii) In the event of any sale or other disposition of Capital Stock of any Guarantor to after which the applicable Guarantor is no longer a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and Company; provided that any such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof; (b) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (c) (i) at such time as such Guarantor ceases to be a Subsidiary guarantee any other Indebtedness of the Company as under a result Credit Facility such that it would not, if not a Guarantor, be required to become a Guarantor under Section 4.14 hereof, or (ii) with respect to any guarantor that provided a guarantee not required pursuant to the terms of this Indenture, at any time at the sole discretion of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee.Company; (cd) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In ; (e) upon the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made of any Guarantor with and into the Company or another Guarantor that is the surviving Person in accordance with such merger or consolidation, or upon the liquidation or dissolution of such Guarantor; (f) on any Termination Date; or (g) as provided in Article 9. In addition, the Company will have the right, upon delivery of an Officer’s Certificate and Opinion of Counsel to the Trustee, to cause any Guarantor that does not guarantee any Indebtedness under any Credit Facility of the Company or Guarantor, and is not otherwise required by the applicable provisions terms of this Indenture as established pursuant Indenture, to Section 2.02 hereofprovide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions conditions of this IndentureSection 10.05 for a release have been satisfied, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeNote Guarantee and all of its other Obligations under this Indenture. Any Guarantor not released from its obligations under any its Note Guarantee and all of its other Obligations under this Indenture as provided in this Section 10.04 10.05 will remain liable for the full amount of principal ofof and interest, premium onand premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the sale or other disposition, and the application of the net proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture. (b) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Superior Energy, Issuer or a Restricted Subsidiary of the CompanyIssuer or Superior Energy, then the corporation acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person ; provided that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then and the application of the net proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture. Upon delivery by Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably requested by the Issuer that are required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee in accordance with the foregoing Sections 10.05(a) and (b). (c) Upon designation by Issuer of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (cd) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, and premium on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other 80 disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the net proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereofIndenture. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Each Guarantor will be released and relieved of any obligations under its Note Guarantee: (1) upon the release, discharge or termination of the Subsidiary’s Guarantee of the Credit Agreement, except a discharge, release or termination by or as a result of payment under such Guarantee; or (2) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged: (1) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.12; (2) if the Company and designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the Indenture; (3) in connection with the release or discharge of such Guarantor ceases to be under the Credit Agreement or the guarantee which resulted in the creation of such Note Guarantee, except a Subsidiary of the Company release or discharge by or as a result of the sale or other disposition, then payment under such Guarantor will be released and relieved of any obligations under its Guarantee.guarantee (it being understood that a release subsequent to a contingent reinstatement is still a release); and (c4) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and 11. (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that any of the conditions described in clauses (a)(1)-(4) of this Section 10.05 has occurred and an Officer’s Certificate and Opinion of Counsel each stating that, as required by Section 12.05, all conditions precedent herein relating to such transactions have been complied with and that such release is authorized or permitted hereunder, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation by the Company of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or a Receivables Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale (i) the conveyance, sale, assignment, transfer or other disposition (by way of merger, consolidation or otherwise) of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company in compliance with this Section 1309 and the terms of this Indenture or (ii) a conveyance, sale, assignment, transfer or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (by way of merger, consolidation or otherwise, ) to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company in compliance with this Section 1309 and the terms of this Indenture, then such Subsidiary Guarantor (or Person acquiring such assets in the event of a Subsidiary sale or other disposition of all of the Company, then the corporation acquiring the property will assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released from and relieved discharged from all of any its obligations under this Article Thirteen and its Subsidiary Guarantee without any further action required on the Guaranteepart of the Trustee or any Holder; provided that, in the event such transaction constitutes an Asset Sale, the Net Proceeds of such sale, transfer or other disposition are applied in accordance with Section 1013 hereof. (b) In the event of any sale or other disposition of Capital Stock of any Any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) designated by the Company or a Subsidiary Board of Directors of the Company and as an Unrestricted Subsidiary, or such Subsidiary Guarantor ceases to be a Subsidiary of the Company as a result Company, in accordance with the terms of this Indenture may, at such time, at the option of the sale or other dispositionBoard of Directors, then such Guarantor will be released and relieved of any its obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance Concurrently with Article 8 hereof or satisfaction and discharge the defeasance of this Indenture in accordance with Article 11 the Securities under Section 1202 hereof, each Guarantor will or the covenant defeasance of the Securities under Section 1203 hereof, the Subsidiary Guarantors shall be released and relieved of any from all their obligations under any Guarantee. In the case their Subsidiary Guarantees under this Article Thirteen. (d) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture a Company Request accompanied by an Officers' Certificate certifying as established pursuant to Section 2.02 hereof. 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 in accordance compliance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeSection 1309. Any Subsidiary Guarantor not so released from its obligations under any Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10its Subsidiary Guarantee.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.11. ARTICLE 12

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to or a Person that is not (either before sale or after giving effect to such transaction) other disposition of all of the Capital Stock of any Guarantor, by the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In Any Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of that Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, (ii) if the Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if the Guarantor is released from its guarantees under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.11 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.11 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance ; provided that the Net Proceeds of such sale or Covenant Defeasance other disposition are applied in accordance with Article 8 hereof or satisfaction and discharge the applicable provisions of this Indenture in accordance with Article 11 Indenture, including without limitation the first paragraph of Section 4.10 hereof, each Guarantor will be released and relieved ; provided further that the failure to apply the Net Proceeds of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to will constitute an Event of Default, but will not result in the reinstatement of any Guarantee released in accordance with the provisions of this Section 2.02 hereof11.06. 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 in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) If any Guarantor is released from its guarantee of all other Indebtedness of the Company or any of its Restricted Subsidiaries, then such Guarantor shall be released and relieved of any obligation under its Note Gaurantee; provided, that if that Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Company or any Restricted Subsidiary at a later date, then that Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such guarantee or direct credit support. (d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Special Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, (including by way of merger, consolidation merger or otherwise, to a Person that is not (either before or after giving effect to such transactionconsolidation) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of all of the Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Restricted Subsidiary of the Company and Company, then such Guarantor ceases to be (in the event of a Subsidiary of the Company as a result of the sale or other disposition, then by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any its Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation Person acquiring the property will be released and relieved of any obligations under the Note Guarantee.; (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance ; provided, in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereofboth cases, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, that such sale or other disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to does not violate Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 10 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest oninterest, if any, on, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee.; (b) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Cash Proceeds of such sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be automatically released and relieved of any obligations under any its Note Guarantee. In . (e) A Guarantor’s Note Guarantee shall be automatically released upon such Guarantor being released from or discharged of, its Guarantee of, and all pledges and security, if any, granted by such Guarantor in connection with, the New Credit Facilities or such other Guarantee that resulted in the creation of such Note Guarantee (except, in the case of clauses (a) and (b) abovethe New Credit Facilities, such sale a release by or disposition or merger or consolidation shall be made in accordance with the applicable provisions as a result of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guaranteea payment thereon). Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Special Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any (i) a sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or any other Guarantor, (ii) a Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in clauses (ii), (iii) or (iv) of this paragraph) or the corporation acquiring the property will be released and relieved (upon the occurrence of any obligations under the Guarantee. an event described in clause (bi) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transactionthis paragraph) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds, if any, of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate Section 3.09 hereof or Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition does not violate Section 3.09 hereof or Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock Upon designation of any Guarantor to a Person that is not (either before or after giving effect to such transaction) as an Unrestricted Subsidiary in accordance with the Company or a Subsidiary terms of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other dispositionthis Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Additional Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any a (i) sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or any other Guarantor, (ii) a Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in clauses (ii), (iii) or (iv) of this paragraph) or the corporation acquiring the property will be released and relieved (upon the occurrence of any obligations under the Guarantee. an event described in clause (bi) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transactionthis paragraph) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds, if any, of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. The Note Guarantee of a Subsidiary Guarantor, together with all of its other obligations under this Indenture, shall be automatically and unconditionally released and discharged: (a) In in the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanyParent, then if the corporation acquiring sale or other disposition complies with Section 4.10 hereof (it being understood that only such portion of the property will Net Proceeds as is required to be released applied on or before the date of such release and relieved discharge in accordance with the terms of any obligations under the Guarantee.Section 4.10 needs to be applied in accordance therewith at such time); (b) In in the event of any sale or other disposition of Capital Stock of any that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the Company Parent, if the sale or other disposition complies with Section 4.10 hereof (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such release and discharge in accordance with the terms of Section 4.10 needs to be applied in accordance therewith at such time) and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee.; (c) Upon if the Parent designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon the liquidation or dissolution of such Subsidiary Guarantor, each provided no Default or Event of Default has occurred that is continuing; (f) upon the merger of such Subsidiary Guarantor will be released and relieved into, or the consolidation of any obligations under any Guarantee. In the case of clauses such Subsidiary Guarantor with, (a) and an Issuer, the Parent or another Subsidiary Guarantor or (b) abovea Subsidiary of the Parent if the surviving or resulting entity is an Unrestricted Subsidiary or a Foreign Subsidiary; or (g) at such time as such Subsidiary Guarantor ceases to guarantee or be otherwise obligated in respect of any other Indebtedness of any Issuer or Guarantor in excess of the De Minimis Guaranteed Amount under a Credit Facility. The Note Guarantee of the Parent, such sale together with its other obligations under this Indenture, will be automatically and unconditionally released and discharged only upon (i) the merger of the Parent into either Issuer or disposition any Subsidiary Guarantor, (ii) upon Legal Defeasance or merger or consolidation shall be made Covenant Defeasance in accordance with the applicable provisions Article 8 hereof or satisfaction and discharge of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with Article 11 hereof or (iii) the provisions liquidation or dissolution of this Indenturethe Parent, the provided in each case no Default or Event of Default has occurred that is continuing. The Trustee will shall execute any documents reasonably required requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Note Guarantee; provided that in the case of a release of a Note Guarantee of a Subsidiary Guarantor not involving a Legal Defeasance or Covenant Defeasance or a satisfaction and discharge of this Indenture, prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officers’ Certificate and an Opinion of Counsel compliant with Section 12.05 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Note Guarantee and the other obligations of any Subsidiary Guarantor or the Parent as contemplated by the foregoing provisions of this Section 10.04. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium onpremium, if any, on, and interest on, if any, the Securities of such Series Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) In the case of Holdings’ Note Guarantee, upon legal defeasance or satisfaction and discharge of the Subordinated Note Indentures in compliance with the terms of such Subordinated Note Indentures. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) The Note Guarantee of a Guarantor will be released: (1) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) Holdings, the Company or a Restricted Subsidiary of Holdings; provided that the Company, then the corporation acquiring the property will be released and relieved Net Proceeds of any obligations under the Guarantee. (b) In the event of any such sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.11 hereof. 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 in accordance with the provisions of this Indenture, including without limitation Section 4.11 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. ; (2) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (3) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; and (4) Upon the release of any Guarantor of all of its guarantees of any Credit Facility, including any Note Guarantee created pursuant to Section 4.20 hereof (b) Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.06 will remain liable for the full amount of principal of, of and interest and premium onand Additional Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) If such Guarantor no longer constitutes a Domestic Subsidiary. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal ofof and interest, premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.06 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event that each holder of any Designated Senior Debt under a Credit Facility unconditionally releases a Guarantor of all of its obligations under its guarantee of such other Indebtedness pursuant to a written agreement (other than a release resulting from payment under such guarantee), such Guarantor, on a date selected by the Company or the Guarantor, shall be unconditionally released from all of its obligations under its Subsidiary Guarantee. (b) In the event of a sale or other disposition of all or substantially all of the 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 transaction) the Company or a Restricted Subsidiary of the Company, or if the Company designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.17 of the Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor or designation as an Unrestricted Subsidiary) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, Guarantor (including by way of mergermerger or consolidation) or any sale or other disposition of all of the Capital Stock of any Guarantor, consolidation or otherwise, in each case to a Person that is not (either before or after giving effect to such transaction) the Company or another Guarantor, then such Guarantor (in the event of a Subsidiary sale or other disposition, by way of merger, consolidation or otherwise, of all of the Company, then capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance ; provided in accordance with Article 8 hereof or satisfaction and discharge each case that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereofthe Indenture, including without limitation Sections 3.09 and 4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Sections 3.09 and 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any such Guarantor or other Person from its obligations under its Subsidiary Guarantee. . (b) In the event the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.02 of the Indenture or upon Legal Defeasance or satisfaction and discharge of the Notes as provided in Article 8 or Article 12 of the Indenture, then, 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 in accordance with the provisions of the Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released (i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation), to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then if the corporation acquiring Guarantor applies the property will be released and relieved Net Proceeds of any obligations under the Guarantee. (b) In the event of any that sale or other disposition in accordance with Section 4.10 of Capital Stock the Indenture; (ii) in connection with any sale of any all of the capital stock of a Guarantor to a Person person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the Company applies the Net Proceeds of that sale in accordance with Section 4.10 of the Indenture; (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iv) if that Guarantor ceases to guarantee, pledge any of its assets or otherwise provide direct or indirect credit support for any Indebtedness or other obligations of Dura Automotive Systems, Inc., the Company or a Subsidiary any Restricted Subsidiary; or (v) in connection with the sale, disposition or transfer of all of the Company and such assets of a Guarantor ceases to be a Subsidiary of another Guarantor or the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereofCompany. 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 the, Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. (a) In Any Guarantor will be released and relived of any obligations (a) under its Subsidiary Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of that Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, (ii) if the Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if the Guarantor is released from its guarantees under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.11 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.11 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee.; (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance ; provided, in accordance with Article 8 hereof or satisfaction and discharge both cases, that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and interest onSpecial Interest, if any, on, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock Upon designation of any Guarantor to a Person that is not (either before or after giving effect to such transaction) as an Unrestricted Subsidiary in accordance with the Company or a Subsidiary terms of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other dispositionthis Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In The Note Guarantee of a Guarantor will automatically and unconditionally be released and discharged: (1) with respect to the event Note Guarantee of a Subsidiary Guarantor, in connection with any sale, exchange, transfer, conveyance or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, amalgamation, consolidation, dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation that Subsidiary Guarantor or otherwise, its direct or indirect parent entity to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then if the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is does not (either before or after giving effect to such transaction) violate Section 4.10 and the Company or a Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale sale, exchange, transfer or other disposition, then such Guarantor will be released and relieved .; (2) upon the release of any a Guarantor’s Note Guarantee of the Company’s obligations under its Guarantee.the Credit Agreement; (c3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.19; (4) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (5) as described under Article 9; (6) upon the merger, each Guarantor will be released and relieved amalgamation or consolidation of any obligations under any Guarantee. In Guarantor with and into the case Company or another Guarantor or upon the liquidation of clauses (a) and (b) abovesuch Guarantor, such sale or disposition or merger or consolidation shall be made in accordance each case, in compliance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance Indenture. (b) In connection with the provisions of this Indentureany release specified above, the Trustee will will, at the request and expense of the Company, execute any documents reasonably required necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the release of Company nor any Guarantor from its obligations under its Guaranteewill be required to make a notation on the Note to reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be effected by the Trustee without any consent of the holders or any other action or consent on the part of the Trustee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary sale or other disposition of all to the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Company, then capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subordinated Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Senior Subordinated Note Indenture, including without limitation Section 2.02 hereof4.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Senior Subordinated Note Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this the Senior Subordinated Note Indenture, including without limitation Section 4.10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subordinated Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subordinated Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Senior Subordinated Notes and for the other obligations of any Guarantor under this the Senior Subordinated Note Indenture as provided in this Article 1011 of the Senior Subordinated Note Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal ofof and interest, premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the corporation event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of Capital Stock Upon designation of any Guarantor to a Person that is not (either before or after giving effect to such transaction) as an Unrestricted Subsidiary in accordance with the Company or a Subsidiary terms of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other dispositionthis Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transaction) the Company Issuer or a Subsidiary of the CompanyIssuer, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance ; provided that the Net Proceeds of such sale or Covenant Defeasance other disposition are applied in accordance with Article 8 hereof or satisfaction (and discharge to the extent required by) the applicable provisions of this Indenture in accordance with Article 11 hereofIndenture, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses including without limitation 4.10 (a) and (b) abovehereof; provided, further, that the failure to apply the Net Proceeds of such sale or other disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to will constitute an Event of Default, but will not result in the reinstatement of any Note Guarantee released in accordance with the provisions of this Section 2.02 hereof11.04. 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 Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. . (b) In the event any Guarantor is released from its Guarantee of all other Indebtedness of the Issuer or any Subsidiary of the Issuer, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided that if such Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Issuer or any Subsidiary of the Issuer at a later date, then such Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such Guarantee or direct credit support. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.04 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, (including by way of merger, consolidation merger or otherwise, to a Person that is not (either before or after giving effect to such transactionconsolidation) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any sale or other disposition of all of the Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Restricted Subsidiary of the Company and Company, then such Guarantor ceases to be (in the event of a Subsidiary of the Company as a result of the sale or other disposition, then by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Section 2.02 hereof. 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 in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any its Guarantee as provided in this Section 10.04 10.05 will remain liable for the full amount of principal of, of and interest and premium onand Liquidated Damages, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In A Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the event Capital Stock of any sale such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or other disposition of (y) all or substantially all of the assets of any such Subsidiary Guarantor, by way of mergerwhich sale, consolidation exchange, disposition or otherwise, to a Person that transfer in each case is not made in compliance with Section 4.06(a)(i) and (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. ii); (b) In the event of any sale release, discharge or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary termination of the Company and guarantee by such Subsidiary Guarantor ceases to be a Subsidiary of the Company Senior Credit Facilities, except a release, discharge or termination by or as a result of the sale or other disposition, then payment under such Guarantor will be released and relieved of any obligations under its Guarantee. guarantee; (c) Upon Legal Defeasance the permitted designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (d) upon the consolidation or Covenant Defeasance merger of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in accordance with such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor; or (e) the Issuers exercising their legal defeasance option or covenant defeasance option as described under Article 8 hereof or satisfaction and discharge of the Issuers’ obligations under this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made being discharged in accordance with the applicable provisions terms of this Indenture as established pursuant to Section 2.02 hereof. Upon delivery by Indenture; and (ii) the Company Issuers delivering to the Trustee an Officer’s Certificate of an Officers’ Certificate such Guarantor or the Issuers and an Opinion of Counsel to the effect Counsel, each stating that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under any Guarantee as all conditions precedent provided for in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities of Indenture relating to such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10transaction have been complied with.

Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released (i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation or otherwise, if the disposition is to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary another Guarantor or if the Company applies the Net Proceeds of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In the event of any that sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture the Indenture, including without limitation Section 4.10 thereof; (ii) in connection with any sale of all of the capital stock of a Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 thereof; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as established pursuant to Section 2.02 hereofan Unrestricted Subsidiary; or (iv) upon the release or discharge of all guarantees of such Guarantor, and all pledges of property or assets of such Guarantor securing, all other Indebtedness of the Company and the other Guarantors. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or 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 transactiontransactions) the Company or 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 corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided, that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. Any . (b) Upon designation of any Subsidiary Guarantor not as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Subsidiary Guarantor will be released from its and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 13 hereof, each Subsidiary Guarantor will be released and relieved of any Guarantee obligations under its Note Guarantee. (d) Upon the delivery by the Issuers to the Trustee and the Collateral Agent of an Officers' Certificate certifying that such Subsidiary Guarantor qualifies as provided an Immaterial Subsidiary or a Receivables Subsidiary under the terms of this Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; (e) Upon the delivery by the Issuers to the Trustee and the Collateral Agent of an Officers' Certificate certifying that such Subsidiary Guarantor (a) is formed under the laws of a jurisdiction other than the United States or any state of the United States or the District of Columbia and (b) does not, or upon effectiveness of such release will not, guarantee or otherwise provide direct credit support for any Indebtedness of either of the Issuers or any other Guarantor, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, that, in this Section 10.04 will remain liable for the full amount of principal of, premium on, if anyevent that, and interest onfor so long as, if anysuch Subsidiary Guarantor subsequently guarantees or otherwise provides direct credit support for any Indebtedness of either of the Issuers or any other Guarantor, (i) the Securities Issuers shall notify the Trustee and the Collateral Agent in writing promptly following the provision of such Series guarantee or credit support, (ii) the Note Guarantee of such Subsidiary Guarantor shall be reinstated and for (iii) the other obligations of any Issuers shall cause such Subsidiary Guarantor to comply with the requirements under this Indenture as provided in this Article 10Section 4.16 hereof.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12. Upon 38 Fourteenth Supplemental Indenture 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 in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee: (i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or (iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount. (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 14.5 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Fourteen.

Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee.; (b) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance ; provided, in both cases, that the Net Proceeds of such sale, assignment, transfer, conveyance, or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, and interest oninterest, if any, on, the Securities of such Series Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) Dynegy or any of its Restricted Subsidiaries, then such Guarantor (in the Company event of a sale or a Subsidiary other disposition, by way of merger, consolidation or otherwise, of all of the Company, then capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will Guarantor) shall be released and relieved of any obligations under its Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction Note Guarantee and discharge the Indenture; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. Upon delivery by the Company to the Trustee and the Collateral Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 4..10 of the Indenture, the Trustee will and the Collateral Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. , the Indenture (including removal from Schedule I to the Indenture) and the Security Documents. (b) The Note Guarantee of a Guarantor also shall be released upon: (i) the designation by the Company of any of its Restricted Subsidiaries that is a Guarantor as an Unrestricted Subsidiary pursuant to Section 4.18 of the Indenture; (ii) with respect to any series of Notes, upon legal defeasance of such Notes pursuant to Section 8.02 of the Indenture or satisfaction and discharge of such Notes pursuant to Article 13 of the Indenture; or (iii) with respect to any series of Notes, at any time upon: (A) the prior consent of Holders of at least two-thirds in aggregate principal amount of Notes of such series then outstanding; (B) the consent of the Credit Agreement Agent to the release of such Guarantor’s Guarantee of all Obligations under the Credit Agreement; and (C) the contemporaneous release of such Guarantor’s Guarantee of all Obligations under the Credit Agreement. (c) Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. (a) In the event of (i) the conveyance, sale, assignment, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any sale Person (by way of merger, consolidation or otherwise) in compliance with this Section 1309 and the terms of this Indenture or (ii) a conveyance, sale, assignment, transfer or other disposition of all or substantially all of the assets of a Subsidiary Guarantor to any Guarantor, Person (by way of merger, consolidation or otherwise) in compliance with this Section 1309 and the terms of this Indenture, to then such Subsidiary Guarantor (or Person acquiring such assets in the event of a Person that is not (either before sale or after giving effect to such transaction) the Company or a Subsidiary other disposition of all of the Company, then the corporation acquiring the property will assets of such Guarantor) shall be deemed automatically and unconditionally released from and relieved discharged from all of any its obligations under this Article XIII and its Subsidiary Guarantee without any further action required on the Guaranteepart of the Trustee or any Holder; provided that, in the event such transaction constitutes an Asse▇ ▇▇ ▇▇ ▇▇le, the Net Cash Proceeds of such conveyance, sale, assignment, transfer or other disposition are applied in accordance with Section 1013 hereof. (b) In the event of any sale or other disposition of Capital Stock of any Any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) designated by the Company or a Subsidiary Board of Directors of the Company and such Guarantor as an Unrestricted Subsidiary, or ceases to be a Subsidiary of the Company as a result in accordance with the terms of this Indenture may, at such time, at the option of the sale or other dispositionBoard of Directors, then such Guarantor will be released and relieved of any its obligations under its Securities Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance Concurrently with Article 8 hereof or satisfaction and discharge the defeasance of this Indenture in accordance with Article 11 the Securities under Section 1202 hereof, each Guarantor will or the covenant defeasance of the Securities under Section 1203 hereof, the Subsidiary Guarantors shall be released and relieved of any from all their obligations under any Guarantee. In the case their Subsidiary Guarantees under this Article XIII. (d) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture a Company Request accompanied by an Officers' Certificate certifying as established pursuant to Section 2.02 hereof. 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 in accordance compliance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its GuaranteeSection 1306. Any Subsidiary Guarantor not so released from its obligations under any Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article 10its Securities Guarantee.

Releases. (a) In the event of any a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary sale or other disposition of all to the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Company, then capital stock of such Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Senior Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; PROVIDED that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Senior Subordinated Note Indenture, including without limitation Section 2.02 hereof4.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Senior Subordinated Note Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this the Senior Subordinated Note Indenture, including without limitation Section 4.10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Senior Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Senior Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Senior Subordinated Notes and for the other obligations of any Guarantor under this the Senior Subordinated Note Indenture as provided in this Article 1011 of the Senior Subordinated Note Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant Indenture, including without limitation Section 4.10 hereof (subject to the conditions and limitations set forth in Section 2.02 hereof4.10). 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 in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under any its Note Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, of and interest and premium onand Additional Interest, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12. 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 in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee: (i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or (iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount. 38 Seventh Supplemental Indenture (c) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 14.5 will remain liable for the full amount of principal of, premium onof and interest and premium, if any, and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Fourteen.

Releases. (a) In the event of any (i) a sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or any other Guarantor, (ii) a Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in clauses (ii), (iii) or (iv) of this paragraph) or the corporation acquiring the property will be released and relieved (upon the occurrence of any obligations under the Guarantee. an event described in clause (bi) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transactionthis paragraph) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds, if any, of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to the Indenture, including without limitation Section 2.02 hereof4.10 of the Indenture. 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 in accordance with the provisions of this the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. . (b) Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 will shall remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this the Indenture as provided in Article 11 of the Indenture. (c) Pursuant to Section 11.06 of the Indenture, each of the Texas LP Guarantors are hereby released and relieved of its obligations under its Subsidiary Guarantee and this Article 10Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to or a Person that is not (either before sale or after giving effect to such transaction) other disposition of all of the Capital Stock of any Guarantor, by the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge ; provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under any its Subsidiary Guarantee as provided in this Section 10.04 11.05 will remain liable for the full amount of principal of, premium on, if any, of and interest on, if any, on the Securities of such Series Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the 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 transactiontransactions) the Company or 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 Guarantor) or the corporation acquiring the property will be released and relieved of any obligations under the Guarantee. (b) In in the event of any a sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before all or after giving effect to such transaction) the Company or a Subsidiary substantially all of the Company and assets of such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge , provided that the Net Proceeds of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the case of clauses (a) and (b) above, such sale or other disposition or merger or consolidation shall be made are applied in accordance with the applicable provisions of this Indenture as established pursuant to Indenture, including without limitation Section 2.02 hereof10.12. 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 in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any . (b) In addition, each Guarantor not will be released from its and relieved of any obligations under any Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on, if any, the Securities its Subsidiary Guarantee: (i) upon designation of such Series and for Guarantor as an Unrestricted Subsidiary in accordance with the other obligations terms of any Guarantor under this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture as or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided in this Article 10.that no Default or Event of Default shall have occurred and is continuing; or